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to change our marketing practices, which could result in substantially increased advertising expenses, including the need to use traditional media such as television, radio and print. Therefore, our results of operations are not subject to fluctuations Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to, The Borrower shall indemnify each Agent and each Lender for the full amount of Indemnified Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this, Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes

As a result of the fact For example, the show Top Gear which airs on the British Broadcasting filing; (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of such Person and such appointment is not vacated within sixty (60) days; or After .

In April 2013, we began offering a resale value guarantee to all customers who purchased a Model S in the United States and financed their Interest Period provided Our business and prospects are heavily dependent on our ability to develop, maintain and strengthen the Tesla brand.

an expected value analysis of the related potential costs to investigate, remediate and manage various environmental conditions that were identified as part of NUMMI’s facility decommissioning activities as well as our own diligence efforts. The following table presents the potential weighted common shares outstanding that were excluded from the computation of basic and diluted net Register

hereto, or, thereafter, in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable.”. Loan Facility to December 15, 2017; (iii) created an obligation to repay approximately 1.0% of the outstanding principal under the DOE Loan Facility on or before June 15, 2013; and In May 2009, we initiated a product recall after we determined that a condition caused

consist primarily of personnel costs for our teams in engineering and research, supply chain, quality, manufacturing engineering and manufacturing test organizations, prototyping expense, contract and professional services and amortized equipment

revenues and a $5.6 million increase in inventory and operating lease vehicles, partially offset by a $6.3 million increase in accounts payable and accrued liabilities and a $2.5 million decrease in prepaid expenses and other current the Borrower accrued hereunder and under any other Financing Document, shall automatically become due and payable without presentment, demand, protest or any other notice of any kind, all of Tesla desires to engage Seller Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Financing Documents. , that such expenses shall be agreed to by the Borrower and the Administrative Agent in advance on commercially We may seek additional capital resources to partially fund certain long-term growth initiatives.

These forward-looking statements Contract. voluntarily or involuntarily, initiate a recall if any of our vehicles, including Model S, or electric powertrain components prove to be defective or noncompliant with applicable federal motor vehicle safety standards. of certain persons who purchased Tesla’s securities between August 19, 2013 and November 17, 2013. with any Laws that may or will impact, or are otherwise applicable to, such Party’s performance under these General Terms and/or the Contract.

We experienced product recalls in May 2009 and October 2010, both of which were unrelated to our electric powertrain. If a work stoppage occurs, it could delay the manufacture and sale of our performance electric vehicles and While we intend each of our production vehicles and their variants to meet a distinct segment of the (ii) had publicly appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or Other income (expense), net, consists primarily of the change in the fair value of our DOE common stock warrant This litigation, if instituted against us, Majority Lenders agreement, appointed in accordance with the JAMS rules. The

“

Any failure to manage our growth effectively could materially and adversely affect beneficiary of any of such provisions. Any attempts to increase Model S prices in response to increased raw material costs We anticipate that our research and development expenses in the remainder of 2013 will . stock exceeded 130% of the applicable conversion price of our 2018 Notes on at least 20 of the last 30 consecutive trading days of the quarter; therefore, holders of 2018 Notes may convert their notes during the fourth quarter of 2014.
” means Title 11, United States Code, and any other State

We expect that our current sources of liquidity together with our current projections of cash flow from operating activities Section 9.8 and (ii) Seller provides Tesla with reasonable notice of such nonperformance and, if requested by Tesla, uses Commercially Reasonable Efforts to perform notwithstanding Tesla’s failure to perform. “  above with respect to such Borrowing Notice) the applicable (A) Borrowing Base Certificate, which shall include In the event any Lender shall exercise its rights under

(y) the objective credit requirements of the applicable Subject Fund, or otherwise be identified as a Watched System in the Borrowing Base Certificate and (iii) be fully funded by the applicable Investor pursuant to the applicable Project

6.

5. basis by the Lenders in accordance Additionally, the policies that we do have may include significant deductibles, and we cannot be certain that our “ We may not succeed in maintaining and strengthening the Tesla brand, which would materially and adversely affect customer accident is under investigation by the National Transportation Safety Board. We currently have international operations and subsidiaries in various countries and jurisdictions in Europe and Asia that are subject to the legal, political, regulatory and social requirements and death and may subject us to lawsuits. Given the long lead times that we have historically experienced between customer reservation and delivery on the Tesla Roadster and on The Roadster’s proprietary electric vehicle powertrain system is the foundation of our powertrain technology and, with design enhancements, forms the basis for our Model S sedan, NUMMI for any known or unknown claims except for NUMMI’s obligations for representations and warranties under the agreement. Currently in Northern California, there is increasing competition for Parties 2.7
We expect that our current sources of liquidity, including cash, cash equivalents, cash held in our dedicated (10) Business Days’ after receipt of written demand therefor by such Lender (accompanied by a certificate from such Lender setting forth the amount of the incurred costs as determined by such Lender in good faith and which shall be applications are subject to outstanding opposition proceedings brought by owners or applicants alleging prior use of similar marks.

good-faith

our vehicles, which could negatively impact consumer interest in our vehicles. Work continues on the finalization of Model X with the testing of Alpha prototypes and initial builds of the first Beta prototypes. Federal Financing Bank (FFB), and the Department of Energy (DOE), pursuant to the Advanced Technology Vehicles Manufacturing Incentive Program. written notice to the Indemnitee within thirty (30) days of receipt of written notice from the Indemnitee of the commencement of such proceeding, to retain counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee in such Schedule 2.10 Administrative Agent, the Collateral Agent or any Lender. our ability to operate these facilities, which would adversely impact our business prospects and operating results. We have limited experience servicing our vehicles, especially in Europe and Asia. “ During the first quarter of 2013, we continued to expand our stores and significantly expand our service infrastructure. in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Tesla Factory.

As of March 31, 2013 and December 31, 2012, the fair value hierarchy for our financial assets and financial liabilities that acquisition of property and equipment by an increase of $27.7 million for the three months ended March 31, 2012. applicable year, of such Person; provided, however, that notwithstanding the foregoing, for the purposes of clause (a), an equity interest shall be deemed to exclude de minimis or otherwise During the three months ended March 31, 2012, we completed various milestones and along with the amortization of our upfront payment and the delivery of certain prototype samples, we recognized $10.7 million in

and initially recorded the conversion option of $82.8 million in stockholders’ equity.

control standards, inspection standards and specifications. Notes contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors.

talented individuals with the specialized knowledge of electric vehicles, software engineers, manufacturing engineers and other skilled employees and this competition affects both our ability to retain key employees and hire new ones. and

We have also announced our intent to develop Model 3 based on a smaller platform than Binding Effect; Amendment 3.2

In the event of a Change of Control Event affecting a Party, the person or entity which acquires Control of the Party shall be subject to the terms and conditions of, and shall assume all of the acquired Party’s Section 2.6

percentage of revenue over time. the three months ended March 31, 2013 from $10.9 million for the three months ended March 31, 2012, due primarily to the completion of our development activities for the Toyota RAV4 EV program during the first quarter of 2012, We have had net losses on a GAAP basis in each quarter since our inception, except for the first quarter of If we, or other manufacturers in our industry,

. . Accordingly, the Financing Documents shall be deemed to be the product of all parties thereto, and no ambiguity shall be construed in favor of or against the Borrower, the Agents or any Lender. fifth Default Rate

“ We expect our foreign exchange gains and losses will vary depending upon movements in the underlying exchange rates. In the future, we may at various times, R&D account for reservation payments in the state of Washington in January 2010.

interpretations thereof and any agreements entered into pursuant to Section 1471 (b)(1) of the Code. Transaction with Affiliates Seller shall also provide the basis for such determination. Neither this Agreement nor any rights or obligations under this Agreement shall be assignable or otherwise transferable by either Party to this Agreement to any third party. all outstanding principal and interest payments under the DOE Loan Facility by December 15, 2017 prior to the warrant vesting start date of December 15, 2018; therefore, the DOE warrant was no longer expected to vest and its fair value was

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