Common use of Additional Assignors Clause in Contracts

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement and delivering the same to the Collateral Agent, in each case as may be requested by the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor), (y) delivering supplements to Annexes A through G, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereunder.

Additional Assignors. It is understood and agreed that any Domestic Canadian Subsidiary of the Company that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement and delivering the same to the Collateral Agent, in each case as may be requested by the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor), (y) delivering supplements to Annexes A through GH, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereunder.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company Guarantor that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement Indenture or any other Credit Indenture Document or Pari Passu Payment Lien Document, shall become an Assignor hereunder by (x) executing a counterpart hereof joinder agreement in the form of Annex O hereto and delivering same to the Collateral Agent or by executing a Joinder Agreement and delivering the same to the Collateral Agent, in each case as may be requested by (and in form and substance reasonably satisfactory to) the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor)Agent, (y) delivering supplements to Annexes A through GF, inclusive, and H through K, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereundertaken.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company Guarantor that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement joinder agreement and delivering the same to the Collateral Agent, in each case as may be requested by (and in form and substance reasonably satisfactory to) the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor)Agent, (y) delivering supplements to Annexes A through GF, inclusive, and H through K, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereunderAgent.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company Guarantor that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or Agreement, any other Credit Document, Document or the Existing Senior Subordinated Secured Notes Indenture shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent Agent, or by executing a Joinder Agreement an assumption agreement in form and delivering the same substance satisfactory to the Collateral Agent, in each case as may be requested by the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor), (y) delivering supplements to Annexes A through GJ, inclusiveincludisive, hereto and Annex L hereto, as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement, the Credit Agreement and the Existing Senior Subordinated Secured Notes Indenture, as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereunderAgent.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company party that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Loan Agreement or any other Credit Document, shall (i) become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement joinder agreement and delivering the same to the Collateral Agent, in each case as may be requested by (and in form and substance satisfactory to) the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor)Agent, (y) delivering supplements to Annexes A through GF, inclusive, G through J, inclusive, and N through Q, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon (ii) be deemed to have made the representations and warranties made by the Assignors in this Agreement; provided that any such execution representations and delivery, warranties that relate to the date of this Agreement shall be deemed to relate to the date such Subsidiary shall constitute additional Assignor becomes an Assignor hereunder.

Additional Assignors. It is understood and agreed that any Domestic Dutch Subsidiary of the Company Tesla B.V. that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement and delivering the same to the Collateral Agent, in each case as may be requested by the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor), (y) delivering supplements to Annexes A B through GD, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date (it being understood that the first sentence of Section 2.6 shall be deemed to refer to the one year period prior to the date of the applicable Joinder Agreement) and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereunder.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement and delivering the same to the Collateral Agent, in each case as may be requested by the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor), (y) delivering supplements to Annexes A through GE, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date (it being understood that the first sentence of Section 2.7 shall be deemed to refer to the one year period prior to the date of the applicable Joinder Agreement) and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereunder.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company Holdings that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement joinder agreement and delivering the same to the Collateral Agent, in each case as may be requested by (and in form and substance satisfactory to) the Collateral Agent Agent, (provided such Joinder Agreement joinder shall not require the consent of any Assignor), ) (y) delivering supplements to Annexes A through GJ, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereunder.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company Guarantor that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement Indenture or any other Credit Indenture Document, shall become an Assignor hereunder by (x) executing a counterpart hereof joinder agreement in the form of Annex O hereto and delivering same to the Collateral Agent or by executing a Joinder Agreement and delivering the same to the Collateral Agent, in each case as may be requested by (and in form and substance reasonably satisfactory to) the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor)Agent, (y) delivering supplements to Annexes A through GF, inclusive, H through K, inclusive, and P through S, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereundertaken.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company Guarantor that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement joinder agreement and delivering the same to the Collateral Agent, in each case as may be requested by (and in form and substance satisfactory to) the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor)Agent, (y) delivering supplements to Annexes A through GF, inclusive, H through K, inclusive, and O through R, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute an Assignor hereunderAgent.

Additional Assignors. It is understood and agreed that any Domestic Subsidiary of the Company party that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall (i) become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a Joinder Agreement joinder agreement and delivering the same to the Collateral Agent, in each case as may be requested by (and in form and substance satisfactory to) the Collateral Agent (provided such Joinder Agreement shall not require the consent of any Assignor)Agent, (y) delivering supplements to Annexes A through GF, inclusive, G through J, inclusive, and N through Q, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and upon (ii) be deemed to have made the representations and warranties made by the Assignors in this Agreement; provided that any such execution representations and delivery, warranties that relate to the date of this Agreement shall be deemed to relate to the date such Subsidiary shall constitute additional Assignor becomes an Assignor hereunder.