Fixed Asset Syndication Loan Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation)

1.

DEFINITIONS AND INTERPRETATION

5

2.

THE FACILITY

13

3.

PURPOSES

13

4.

DRAWDOWN

14

5.

INTEREST

16

6.

REPAYMENT

18

7.

PREPAYMENTS

19

8.

PAYMENTS

20

9.

STAMP DUTIES AND FEES

23

10.

REPRESENTATIONS OF FACTS

24

11.

COVENANTS

25

12.

EVENTS OF DEFAULT

30

13.

RELATIONSHIP AMONG FINANCE PARTIES

33

14.

TRANSFER

40

15.

RELATIONSHIP OF RIGHTS AND OBLIGATIONS AMONG THE FINANCE PARTIES

43

16.

CONFIDENTIALITY

43

17.

AMENDMENTS AND WAIVERS

45

18.

NOTICES

46

19.

RIGHTS ACCUMULATIVE AND SEVERABILITY

47

20.

DOCUMENTATION

47

21.

GOVERNING LAW AND DISPUTE RESOLUTION

48

22.

TAKING EFFECT

48

SCHEDULE 1 ORIGINAL COMMITMENT

49

SCHEDULE 2 FORM OF DRAWDOWN NOTICE

50

SCHEDULE 3 FORM OF TRANSFER CERTIFICATE

51

EXECUTION PAGE

53

Tesla (Shanghai) Co., Ltd. as Borrower (the "Borrower")

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Primary Mandated Lead Arranger and Bookrunner (the “Primary Lead Arranger”)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch, Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as Joint Mandated Lead Arrangers and Bookrunners (the "Joint Lead Arrangers", together with the Primary Lead Arranger referred to as the “Lead Arrangers”)

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Facility Agent (the "Facility Agent")

Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Security Agent (the "Security Agent")

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Account Bank A (the “Account Bank A”); Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Account Bank B (the “Account Bank B”, together with the Account Bank A referred to as the “Account Banks”)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch as Trade Finance Bank (the "Trade Finance Bank")

Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as Capital Account Bank (the “Capital Account Bank”)

The following financial institutions as Original Lenders (the "Original Lenders")

Definitions

Principles of Interpretation

The table of contents and clause headings inserted herein are for ease of reference only and may be ignored in construing this Agreement.

The "assets" shall be construed to include all present and future, tangible or intangible asset, property, income, revenue, account receivable or each right and benefit in any asset.

A "person" shall be construed to include any individual, company, partnership, sole proprietary or any other corporate or unincorporated person or any other legal entity.

An Event of Default is "continuing" if such Event of Default has occurred and is neither eliminated nor remedied or waived pursuant to the provisions hereof.

A "month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, provided that, if there is no such numerically corresponding day, it shall end on the last day in such next calendar month.

The RMB "equivalent" amount denominated in USD shall be converted at the exchange rate at the central parity of the spot exchange rate for USD to RMB published or authorized to publish by the PBOC on 11:00 a.m. (Beijing Time) on the previous Business Day of the calculation date, however, if no such central parity rate is available at that time, the exchange rate shall be determined through reasonable negotiation between the Facility Agent and the Borrower.

The "liquidation" or "bankruptcy" of any person shall be construed to include any identical or comparable legal process carried out in accordance with the laws of its place of incorporation or its place of business, and "entering into" such legal process includes such legal process being commenced upon resolution of such person or upon application of any person.

Parties hereto or any other person shall include its legal successors and permitted assignees.

This Agreement, any other agreement or document shall be construed to include itself and any amendment, modification, substitution or supplement thereof made from time to time in accordance with the provisions therein.

The Borrower shall apply the Advances drawn to pay the costs and expenses related to construction of the Project.

The Borrower shall apply each Advance in accordance with the purposes agreed in the Finance Documents; and the Borrower shall not misappropriate any Advance.

The Borrower shall use each Advance in accordance with the purposes permitted by laws and regulations of the PRC.

Drawdown Notice

The Borrower may (based on its actual needs) draw one or more Advances under the Facility during the Availability Period in accordance with the provisions hereof. There is no limitation on the number of drawdowns.

In connection with a request for an Advance, the Borrower shall deliver a Drawdown Notice to the Facility Agent no later than three (3) Business Days prior to the proposed Drawdown Date specified in the Drawdown Notice.

Each Drawdown Notice shall satisfy the following requirements: (1) it shall be substantially in the form and substance set out in Schedule 2 (Form of Drawdown Notice) hereof; (2) it shall be executed by the authorized signatory of the Borrower (including through handwritten signing or affixing chop of legal representative or affixing signature chop) or by stamping the Borrower’s official seal; (3) the proposed Drawdown Date specified in the Drawdown Notice shall be a Business Day; (4) the proposed drawdown amount shall not exceed the Available Commitment as of the date of such Drawdown Notice.

The Facility Agent shall, within one (1) Business Day upon receipt of each Drawdown Notice, forward such Drawdown Notice to each Lender and notify each Lender of its Commitment Percentage for that Advance.

Conditions Precedent to the First Drawdown

the original copies of the executed Finance Documents;

photocopies (stamped with the Borrower’s official seal) of the latest business license, the latest receipt of filing for foreign invested enterprise issued by the Ministry of Commerce and the latest articles of association, and the original copy of the board resolutions of the Borrower;

the Shanghai foreign investment project filing certificate stamped with the Borrower’s official seal relating to the Project obtained by the Borrower (the Project Shanghai Code: 310115MA1H9YGWX20195E2101001);

evidence that the Borrower’s Loan Account and the Revenue Collection Account have been opened;

photocopies of the following documents stamped with the Borrower’s official seal:

the land use right certificate;

construction site planning permit corresponding to the purpose of such drawdown;

construction engineering planning permit corresponding to the purpose of such drawdown; and

construction permit corresponding to the purpose of such drawdown;

evidence that the ratio of the paid-up capital funds of the Project and the aggregate drawdown amount is no less than 2:8, and the Project capital funds shall be applied to the Project before the utilization of the Advance;

a photocopy of the evidence that the Borrower has obtained the environment impact assessment filling certificate in relation to the Project, stamped with the Borrower’s official seal;

a photocopy of the construction all-risk insurance policy stamped with the Borrower’s official seal; and

if the Advance will be in the form of an entrusted payment pursuant to Clause 8.2, submitting a scanned copy of the relevant agreement or proof of use of the entrusted payment or photocopies of such evidence stamped with the Borrower’s official seal.

Conditions Precedent to Each Drawdown

The Facility Agent has received a Drawdown Notice issued by the Borrower in accordance with Clause 4.1 (Drawdown Notice) hereof.

On the proposed Drawdown Date specified in the Drawdown Notice, each representation of fact made by the Borrower in Clause 10 (Representations of Facts) hereof shall be true and correct in all material respects with the same effect as though such representation of fact had been made on such Drawdown Date; it being understood and agreed that any representation of fact which by its terms is made as of a specified date.

On the proposed Drawdown Date specified in the Drawdown Notice, no Event of Default by the Borrower has occurred and is continuing.

The Borrower has provided the scanned copies of those construction site planning permit, construction engineering planning permit and construction permit corresponding to the purpose of such drawdown or photocopies of the aforementioned permits stamped with the Borrower’s official seal, except where such permits have already been provided.

The Borrower has provided the scanned copies of the Shanghai Foreign Investment Project Filing Certificate and Environment Influence Assessment Filing Certificate or photocopies of such certificates stamped with the Borrower’s official seal, except where such evidence has already been provided.

If the Advance will be in the form of an entrustment payment pursuant to Section 8.2, the scanned copies of relevant supporting agreements or documents evidencing the loan purpose or photocopies of such evidence stamped with the Borrower’s official seal are provided, except where such materials have already been provided.

Interest Rate

The rate of interest accrued on each Advance drawn in RMB under the Facility shall be fixed interest rate, which shall be the Loan Prime Rate (LPR) minus 0.7625%, i.e. 4.0375% per year (tax included (for the avoidance of doubt, excluding foreign taxes, similarly hereinafter)).

The rate of interest accrued on each Advance drawn in USD under the Facility shall be the sum of the USD Benchmark Rate plus 130 BPs (tax included). The Borrower and the Facility Agent shall adjust the Interest Rate on the Interest Rate Adjustment Date, and the adjusted Interest Rate shall be the sum of the then applicable USD Benchmark Rate plus 130 BPs (tax included). After each Interest Rate Adjustment Date, the adjusted Interest Rate shall apply to all Advances drawn in USD.

Default Interest Rate

If the Borrower fails to pay any sum payable on its due date pursuant to the provisions of this Agreement, interest shall accrue on such overdue sum, from its due date up to the date of full payment, at 130% of the Interest Rate (the “Overdue Rate”).

If any Advance is misappropriated by the Borrower, interest shall accrue on the misappropriated Advance, from the date of misappropriation until the date such misappropriation is remedied, including by using such misappropriated funds for a purpose set forth in the Finance Documents or repayment by Borrower of such misappropriated funds, at 150% of the Interest Rate (the “Misappropriation Rate”).

If an Advance is both overdue and misappropriated, the Default Interest Rate accrued thereon shall be the higher of two.

The interest accruing on the overdue and/or misappropriated Advances shall be compounded and such compound interest shall be paid on the next Interest Payment Date after the date on which the overdue amount has been fully paid/the misappropriation is rectified pursuant to relevant regulations by the PBOC. The amount of the compound interest shall accrue on a daily basis, (1) if the Borrower fails to pay any sum payable on its due date pursuant to the provisions of this Agreement, the compound interest shall accrue on such overdue sum, from its due date up to the date of full payment; or (2) if any Advance is misappropriated by the Borrower, the compound interest shall accrue on the misappropriated Advance, from the date of misappropriation until the date such misappropriation is remedied.

Calculation of Interest

Interest and/or default interest on any amounts outstanding hereunder shall accrue from day to day and be computed on the basis of a 360-day year and the actual number of days elapsed.

Interest shall accrue on each Advance commencing on the date on which such Advance is paid to the Loan Account.

Payment of Interest

The Borrower shall pay accrued interest calculated in accordance with Clause 5.1 (Interest Rate) and Clause 5.3 (Calculation of Interest) hereof on the Interest Payment Date.

The Facility Agent shall notify the Borrower in writing no later than fifteen (15) Business Days prior to each Interest Payment Date of the amounts and calculation method of interest payable by the Borrower on each Interest Payment Date.

As per the requirements of the Borrower, the Lenders shall issue the interest value-added tax invoices to the Borrower pursuant to applicable laws and regulations.

Notwithstanding any other provisions of this Agreement, the Borrower shall ensure that no later than ten (10) days prior to the next Interest Payment Date, the total capital balance of its Revenue Collection Account is not less than the amount of interest payable on that Interest Payment Date. For the avoidance of doubt, the Borrower shall not be required to deposit any funds as an interest reserve in the Revenue Collection Account in respect of any new drawdown made during the ten (10)-day period prior to the applicable Interest Payment Date.

Loan Period

Repayment

The Borrower shall repay the principal on each Repayment Date as set forth in the table below:

Notwithstanding any other provisions of this Agreement, the Borrower shall ensure that no later than ten (10) days prior to the next Repayment Date, the total capital balance of its Revenue Collection Account is not less than the amount of principal and interest payable on such Repayment Date.

Making Advances

Payment of Advances

If any single payment amount exceeds RMB5,000,000 (IN WORDS: RMB five million) or its equivalent in USD, payment by the Lenders upon entrustment shall be applicable. Entrusted payment by the Lenders refers to the Facility Agent paying out each Advance to the Loan Account on each Drawdown Date in accordance with the Borrower’s Drawdown Notice and entrustment of payment, and transferring the relevant Advance to Borrower’s Counterparty Accounts on the same day.

In addition to the circumstances stipulated in the first paragraph above, the Borrower may choose to make payment by either independent payment or entrusted payment at its own discretion. Independent payment by the Borrower means that the Facility Agent pays out the Advances to the Loan Account in accordance with the Borrower’s Drawdown Notice and the Borrower independently pays out to the Borrower’s counterparties in satisfaction of the usage purposes stipulated herein. The Borrower shall present the relevant payment list evidencing the payment status of each Advance on a quarterly basis to the Facility Agent.

If the Borrower has met the conditions under Article 4 (Drawdown) of this Agreement, the Lenders and the Facility Agent are obliged to make the Advance on the proposed Drawdown Date (whether in the case of autonomous payment to the Loan Account or entrusted payment to the Borrower’s Counterparty Account). If any Lender fails to make the Advance on time, the Borrower shall have the right to require such Lender to transfer its Commitment, and the other Lenders have the priority right to such transfer.

Payment by the Borrower

Payment by the Facility Agent

The Facility Agent shall pay to the Loan Account the proceeds of the relevant Advances actually received by it pursuant to Clause 8.1 (Making Advances) hereof and shall make payment pursuant to Clause 8.2 (Payment of Advances) hereof no later than 3:00 p.m. (Beijing Time) on each Drawdown Date, and the Facility Agent is obliged to notify the payment of such Advance to each Lender.

The Facility Agent shall pay to the account of each Finance Party each amount actually received by it pursuant to Clause 8.3 (Payment by the Borrower) hereof on the date of receipt in such order and amount as set out in Clause 8.5 (Distribution Order) hereof.

Distribution Order

in and towards any interest (including but not limited to any compound interest and default interest) due and payable by the Borrower hereunder pro rata among the Lenders; and

in and towards any principal amount due and payable by the Borrower hereunder pro rata among the Lenders.

Advances

If no Material Adverse Event has occurred, the Facility Agent shall advance any amount on behalf of any Lender within the Facility Agent’s Commitment when such Lender is unable to make the payment. The Facility Agent is entitled to recover such advances from the Lender who fails to make the payment.

Other Lenders may make payment on account of any Lender who fails to make payment, and such other Lenders making such advances are entitled to recover from the Lender who fails to make the payment.

Currency of Payments

Any Advance shall be drawn in the currency specified in the Drawdown Notice in respect of that Advance.

Any interest accruing on any amounts shall be made in the currency in which such amounts are denominated.

Any repayment or prepayment of any Outstanding Advances shall be made in the currency in which such Outstanding Advances are denominated.

Other payments payable under this Agreement shall be made in the currency specified herein.

Set Off

Non Business Days

Pro Rata Sharing

Except as otherwise provided in Clause 8.10 (Pro Rata Sharing) hereof, if any Finance Party (the “Recovering Lender”) receives any payment due and payable under this Agreement from the Borrower which is contrary to Clause 8.3 (Payment by the Borrower) hereof, that Recovering Lender shall forthwith notify the Facility Agent of the receipt of such amount (the “Sharing Amount”) on the date of receipt and promptly transfer such Sharing Amount to the Facility Agent.

The Facility Agent shall treat the Sharing Amount received by it pursuant to paragraph 1 of Clause 8.10 (Pro Rata Sharing) hereof as being made by the Borrower and shall distribute the same to each Finance Party’s account in accordance with paragraph 2 of Clause 8.4 (Payment by the Facility Agent) hereof.

Paragraph 1 of Clause 8.10 (Pro Rata sharing) hereof shall not be applicable to any of the following:

any payment received by any Lender under transfer under this Agreement.

any payment recovered by any Finance Party in arbitration against the Borrower in respect of the disputes arising under this Agreement, provided that: (i) such Financing Party shall have given prior notice of such arbitration proceeding to other Finance Parties, and (ii) other Finance Parties have not participated in the said arbitration within twenty (20) Business Days after receipt of such notices.

Stamp Duties

No Syndication Fee

Costs and Expenses

Legal Status

Powers

Authorization

Legality

Breach of Other Documents

Liquidation and Bankruptcy Events

Information

Material Licenses

No Material Default

No Material Litigation and Arbitration

Compliance with Law

Permits

Supply of Information

The Borrower shall, within one hundred and eighty (180) days after the end of each financial year or such longer period as consented by the Facility Agent (and the Facility Agent shall not unreasonably reject or delay to give such consent), provide the Facility Agent with its audited financial statements.

The Borrower shall, within ninety (90) days after the end of each semi-financial year or such longer period as consented by the Facility Agent (and the Facility Agent shall not unreasonably reject or delay to give such consent), provide the Facility Agent with its unaudited financial statements in respect of that semi-financial year.

The Borrower shall provide the Facility Agent a statement with respect to the investment and construction progress of this Project at the end of each quarter.

Project Capital

External Financing

Equity Investment

Reduction of Registered Capital

Negative Pledge

Any lien arising in the ordinary course of trading, any statutory priority arising from construction projects and other Security Interests arising by operation of laws and regulations,

Security Interests arising in the ordinary course of business of the Borrower (including but not limited to any priority over goods, materials or equipment (acquired in an arm’s length transaction) incurred or constituted by any title retention arrangement in the terms and conditions set out by the supplier or seller in relevant agreements),

Security Interests created according to the Finance Documents, or

the Security Interest created with the consent of the Majority Lenders (such consent shall not be unreasonably withheld or delayed by the Majority Lenders).

Material Default Notification

Cost Overruns

Revenue Collection Account Management

The Borrower shall collect all of its operating revenue directly into any of the Revenue Collection Accounts. The foregoing provision shall not apply to any failure to collect such revenues which failure is not attributable to the Borrower.

Subject to the Account Control Agreement, the Borrower shall be entitled to withdraw, utilize or apply funds from any Revenue Collection Account for its daily business operation without limitation. Notwithstanding the above, the Borrower shall not transfer funds from the Revenue Collection Account to any of its accounts under the same account name opened with banks other than the Finance Parties, except for the following circumstances:

the transfer is used to repay loans for the purpose of the Project borrowed from the Borrower’s shareholders or any other Affiliate Company within the group;

the transfer is used for the purpose of repaying any of its working capital loans;

the transfer is used for currency conversion for the purpose of payment of expenses related to the Project; or

other transfers agreed by the Majority Lenders (the Majority Lenders shall not unreasonably refuse or delay to give such consent).

Account Balance Undertaking

Conditions Subsequent

The Borrower shall complete the mortgage registration under the Mortgage Agreement over the Land within one-hundred and twenty (120) days after executing the Mortgage Agreement over the Land, provided that the Security Agent has, at the reasonable request of the Borrower, taken all necessary acts and delivered all necessary documents for the purpose of the mortgage registration.

The Borrower shall execute the relevant mortgage agreements and further complete the mortgage registration of the joint plant I mortgaged to the Security Agent within one-hundred and twenty (120) days upon obtaining the real estate certificate of the joint plant I of the Project, provided that the Security Agent has, at the reasonable request of the Borrower, taken all necessary acts and delivered all necessary documents for the purpose of the mortgage registration.

The Borrower shall execute the relevant mortgage agreements and further complete the mortgage registration of the relevant plant mortgaged to the Security Agent within one-hundred and twenty (120) days upon obtaining all real estate certificates of the plant (except the joint plant I)the Project, provided that the Security Agent has, at the reasonable request of the Borrower, taken all necessary acts and executed and delivered all necessary documents for the purpose of the mortgage registration

If the Borrower has used its commercially reasonable endeavors but has not been able to complete the mortgage registrations required from item (1) through item (3) above due to the registration authority’s rejection to accept the mortgage registrations for any reason beyond the control of the Borrower it shall not constitute an Event of Default of the Borrower. The Borrower shall continue to cooperate with the Security Agent to conduct the mortgage registration herein. Meanwhile, the Borrower shall ensure that it will not create any Security Interests over the land use right and the plant to be mortgaged under relevant mortgage agreements in favor of any third party other than the Lenders.

Conditions Subsequent in respect of the Borrower’s Insurance

The Borrower shall submit an endorsement showing that the Security Agent has been designated as the first beneficiary under the joint plant IV all-risks insurance within one-hundred and twenty (120) days after the Effective Date of this Agreement.

If the Borrower insures any equipment related to the Project, the Security Agent shall be designated as the first beneficiary of such insurance.

During the Loan Period, except the all-risk insurance of the joint plant I, the Borrower shall insure any construction in progress or plant buildings related to the Project and timely renew the insurance, and the Security Agent shall be designated as the first beneficiary of such insurance.

Upon the occurrence of any insurance claim, (i) if the amount of insurance proceeds is less than or equal to 60% of the value of the insured assets of the Project, the Security Agent shall, after receiving the insurance proceeds, transfer the such insurance proceeds to the Borrower for replacing or repairing the corresponding insured assets; (ii) if the amount of insurance proceeds exceeds 60% of the value of the insured assets of the Project, the Borrower and the Security Agent will negotiate in good faith on the use of the insurance proceeds. If the Borrower has provided its replacement or repair plan of the relevant insured assets, the Security Agent shall assess such plan. If the Security Agent confirms that the plan is acceptable, the Security Agent shall transfer the relevant insurance proceeds to Borrower. If the Security Agent refuses to accept such plan, such insurance proceeds may be used to prepay the loans under this Agreement. However, the Security Agent shall not unreasonably refuse to accept such plan.

Events of Default

Payment Default

Misappropriation

Misrepresentation

Breach of Other Obligation

The Borrower fails to perform the covenants made in Clause 11 (Covenants) hereof or comply with other obligations hereunder and causes a Material Adverse Effect, and fails to remedy such default within forty-five (45) days from the date on which the Facility Agent issues a written notice to the Borrower.

Notwithstanding the foregoing, it will not constitute an Event of Default by the Borrower under this Clause 12.1 solely on the grounds that Borrower failed to comply with item 11(3) of Article 11 (Covenants).

Bankruptcy Process

Enforcement Events

Cross Default

Remedies Available to the Finance Parties

Notices

Any Lender shall promptly notify the Facility Agent upon becoming aware of an Event of Default.

The Facility Agent shall notify each Lender upon being notified by the Borrower or any Lender of the occurrence of an Event of Default.

The Facility Agent shall notify the Borrower upon being notified by any person other than the Borrower of the occurrence of an Event of Default, so that the Borrower can confirm and explain or make remedies.

Remedies

to grant any waiver or approve any remedy of the relevant Event of Default;

to declare suspension of all or any part of Advances requested in any Drawdown Notice which have not been drawn;

to cancel all or any part of Total Commitments; whereupon so declared the Commitment of each Lender shall be cancelled pro rata and the Total Commitments so cancelled may not be borrowed again;

to declare all or any Outstanding Advances together with all accrued interests, fees (if any) and other amounts hereunder immediately due and payable; and

to enforce the Security created under the Mortgage Agreement over the Land and any other Finance Documents.

Action by the Facility Agent

Undertakings of the Finance Parties

Each Finance Party agrees not to exercise any of its rights under this Agreement in a way that would conflict with this Agreement.

Each Finance Party undertakes with each other Finance Party that, except where this Agreement specifically provides otherwise,

it will not demand from or accept any payment of any type to be separately applied towards the satisfaction of any debt owing to it by the Borrower under this Agreement; and

it will not separately demand or accept any Security Interests or financial support with respect to any debt owing to it by the Borrower under this Agreement.

Deduction

Appointment of the Agent

Each of the other Finance Parties hereby irrecoverably appoints the Facility Agent to act as its agent under and in connection with this Agreement, and authorizes the Facility Agent to exercise the rights which are specifically delegated to the Facility Agent under this Agreement together with any other reasonable incidental rights.

Each of the other Finance Parties hereby authorizes the Security Agent to directly execute the Mortgage Agreement over the Land and any other Finance Documents to which the Security Agent is a party and the supplementary or amendment agreements thereto with the Borrower in accordance with the principles and relevant facts determined in this Agreement, or execute and submit the Mortgage Agreement over the Land and any other relevant Finance Documents in the form required by the local registration authority, or appropriately reduce the amount of the secured claims according to the requirements of the local registration authority to meet its internal requirements that the amount of secured claims must be lower than the evaluation value of the collateral.

Nature of Agency

The relationship among the Agent and other Finance Parties is that of principal and agent only.

The Agent is not the agent of the Borrower in any respect.

Duties of the Facility Agent

The Facility Agent shall, within one (1) Business Day upon receipt of the originals or copies of any document from any party to this Agreement for any other party to this Agreement, forward the same to that other party; except where provided otherwise in this Agreement, the Facility Agent is not responsible for the adequacy, accuracy or completeness of the form and substance of any document it forwards to any other party to this Agreement.

The Facility Agent shall open and maintain accounts in connection with this Agreement and, upon demand by each Lender, provide that Lender with such accounts.

The Facility Agent shall be responsible for the management and control of making Advances and the payment, and the payment of principal and interest by the Borrower in accordance with Clause 8.1 (Making Advances), 8.2 (Payment of Advances) and Clause 8.4 (Payment by the Facility Agent) hereof.

The Facility Agent shall, within one (1) Business Day upon receipt of a notice from any party to this Agreement that the occurrence of an Event of Default, notify each Finance Party.

The Facility Agent shall notify each Finance Party within one (1) Business Day upon becoming aware of failure to make any payment due and payable by any party to this Agreement to any other Finance Party pursuant to this Agreement.

The Facility Agent shall, acting in accordance with the decisions of the Majority Lenders, organize each Finance Party to commence and/or participate in any arbitration or legal dispute resolution proceedings relating to this Agreement, provided that, each Lender shall have indemnified or made advances to the Facility Agent against any and all costs, fees, expenses (including but not limited to legal fees) and liabilities sustained or to be sustained or incurred by the Facility Agent in acting in accordance with such decisions.

The Facility Agent shall have no liability to any other party to this Agreement for any party’s breach of any provision of this Agreement.

If any decision of the Majority Lenders or all the Lenders or acting in accordance with such decision contravenes or would contravene the laws and regulations, after giving prior notice to each Finance Party, the Facility Agent may not act in accordance with such decisions.

The Facility Agent shall perform each of its obligations under this Agreement with care and diligence.

The Facility Agent’s obligations under the Finance Documents are solely operational and administrative in nature. The Facility Agent shall have no other obligations except as expressly provided in the Finance Documents.

The Security Agent shall notify the Facility Agent of any notice, document or payment notice received by it (acting in its capacity as the Security Agent for the Finance Parties) from any obligor under any Finance Documents as soon as possible.

The Security Agent shall deliver to any other party any original or copy of any document delivered by any party of this Agreement to the other party through the Security Agent upon received such documents; unless otherwise agreed in this Agreement, the Security Agent shall not be responsible for reviewing the adequacy, accuracy or completeness of the format and content of any document delivered by it.

The Security Agent shall notify each Finance Party as soon as possible after receiving a notice from any party of this Agreement that an Event of Default has occurred.

The Security Agent has the authority to enter into each of the Finance Documents expressly required to be entered into by it.

The Security Agent holds the relevant Security only on behalf of the Finance Parties in accordance with the terms of the relevant Finance Documents.

The Security Agent shall enforce any Security or exercise any right, power, authority or discretion specifically vested in the Security Agent under or in connection with the Finance Documents.

The Security Agent’s obligations under the Finance Documents are solely operational and administrative in nature. The Security Agent shall have no other obligations except as expressly provided in the Finance Documents.

Unless it has the knowledge to the contrary, the Facility Agent may assume:

any representation of facts made under or in connection with this Agreement by any other party to this Agreement is true, complete and accurate.

no Event of Default is continuing.

no other party to this Agreement has breached its obligation under this Agreement.

any right vested in any other party to this Agreement or the Majority Lenders or all the Lenders has not been exercised.

The Facility Agent may engage, pay for and act in reliance on the advice and services of lawyers, accountants, appraisers, translators or other professional advisers as it deems necessary and accepted by all the Lenders.

The Facility Agent may act in reliance on any communication or document believed by it to be true.

The Facility Agent may disclose to any other party to this Agreement any information believed by it to be reasonably received pursuant to the provisions of this Agreement.

investigation, review and assessment of the adequacy, accuracy or completeness of any information relating to any other party to this Agreement or the transactions contemplated under this Agreement whether such information is supplied to that Lender by the Facility Agent or the Lead Arranger;

investigation, review and assessment of the financial condition, creditworthiness, business, legal status or other conditions of any other party to this Agreement;

investigation, review and assessment of the legality, effectiveness, binding effect, sufficiency or enforceability of this Agreement or any document in connection therewith or any action taken or to be taken by any other party to this Agreement;

The Facility Agent and the Account Bank shall fulfill its supervisory responsibility of the accounts opened by Borrower under this Agreement; and each Finance Party shall independently fulfill the subsequent management responsibility of the loans, and may require material and information necessary for fulfilling such responsibilities through the Facility Agent.

Decision-making Mechanism of the Lenders

In the circumstance that the decisions of the Majority Lenders or all the Lenders are expressly required pursuant to the provisions of this Agreement, any Lender may notify the Facility Agent upon becoming aware of its occurrence, whereupon the Facility Agent shall promptly notify each Lender and request decisions to be made upon receipt of such notice or upon becoming aware of the same.

Each Lender shall, upon receipt of a notice issued by the Facility Agent pursuant to this Clause 13.8 (Syndication Conference), notify the Facility Agent of its decisions within the time limit specified therein.

Unless otherwise provided in this Agreement, the Facility Agent shall act in accordance with the decisions of the Majority Lenders or all the Lenders pursuant to the provisions of this Agreement; the Facility Agent shall bear no liability to other parties to this Agreement for taking or refraining from any action if it acts in accordance with the decisions of the Majority Lenders or all the Lenders.

The decisions of the Majority Lenders or all the Lenders made in accordance with the provisions of this Agreement shall be binding on each Lender, and each Lender shall assist the Facility Agent in carrying out any such decision of the Majority Lenders or all the Lenders.

In the absence of a decision from the Majority Lenders or all the Lenders in accordance with the provisions of this Agreement, the Facility Agent shall make a preliminary settlement proposal in respect of the circumstance and solicit opinions of each Lender in accordance with the procedures described above.  If any Lender fails to notify the Facility Agent of its decisions within the time limit specified in the notice issued by the Facility Agent, it shall be deemed as having approved such settlement proposal.

The Facility Agent may (but is not obliged to) take or refrain from an action if it considers such action or inaction is in the best interest of the relevant Lenders.

Consent of all the Lenders

change  the Commitment, the Total Commitments or the currency of the Advances;

change the Loan Period;

a change of the Interest Rate or the Default Interest Rate, except as otherwise provided in this Agreement;

change the currency, the amount or the payment date of any sum payable to any Finance Party under this Agreement;

amend the definition of the "Majority Lenders";

amend Clause 17 (Amendments and Waivers) hereof.

Syndication Conference Procedures and Rules

Upon the circumstances where the Facility Agent shall act in accordance with the decisions of the Majority Lenders or (as the case may be) all the Lenders pursuant to this Agreement, the Facility Agent shall convene and preside over the syndication conference.

In addition to the circumstances stipulated in the first paragraph above, the Facility Agent shall be responsible for the convening of the syndication conference in time upon the following circumstances:

any material matter deemed as necessary to be decided by convening a syndication conference by the Lead Arranger; or

joint written proposal of the Lenders whose commitments aggregate one third or more of the Total Commitments.

If the Facility Agent convenes a syndication conference, it shall give written notice to each Lender at least five (5) Business Days or a shorter period determined by the Facility Agent prior thereto. However, at the Facility Agent’s discretion and in accordance with this Agreement, it may give the notice of the syndication conference in such manner that it deems to be positive for relevant Lenders. The notice of the conference shall include the time, place, manner and the proposal of the syndication conference.

The syndication conference may be held on site or by communications or by written consents (with the Facility Agent notifying each Lender by facsimile to get its consent). The manner of the conference will be decided by the Facility Agent and will be specified in the notice of the conference. However, to minimize expense, the Facility Agent shall choose to hold the conference by written consent to the extent possible. In the case of a communication conference, the specific method of communication and making written resolutions will be decided by the Facility Agent and will be specified in the notice of the conference.

If any of the Lenders fail to instruct the Facility Agent in relation to a matter to be decided by the Majority Lenders or by all the Lenders (as the case may be) before the date of its decision, it shall be deemed as having approved such matter.

Each Lender shall, within two (2) Business Days upon the receipt of the notice of conference, notify the Facility Agent whether it will attend the conference, and may submit the provisional proposal two (2) Business Days prior to the conference.  The Facility Agent shall notify other Lenders of such provisional proposal.

Each Lender may appoint one or two authorized representatives and several general representatives to attend the syndication conference. All representatives may participate in discussions and offer opinions, but only the authorized representatives are entitled to vote on behalf of that Lender.

A valid resolution of the syndication conference shall be recorded in writing by the Facility Agent and affixed with the company chop of each Lender. An original of the valid resolution of the syndication conference shall be sent to each Lender. Not all the valid resolutions need to be disclosed to the Borrower unless it is related to the rights, obligations or other interests of the Borrower under this Agreement.

Intercreditor Agreement

the Transferring Lender shall no longer enjoy rights and bear liabilities under this Agreement in relation to the transfer object; and

the Transferee Bank shall enjoy all the rights and bear all the obligations under this Agreement in relation to the transfer object.

the duly execution, genuineness, accuracy, completeness, legality, effectiveness or enforceability of this Agreement or any other document in connection herewith;

the receivability of any payment due under this Agreement; and

the accuracy and completeness of the representations of facts made by any other party to this Agreement to any person under or in connection with this Agreement.

retrieve from any Transferee Bank any right and/or obligation which is already transferred to that Transferee Bank in accordance with provisions of this Agreement.

indemnify any Transferee Bank against any losses incurred by it as a result of the breach of any obligation by the Borrower or any other Finance Party under this Agreement.

Each Finance Party to this Agreement shall ensure that its senior managers, directors, employees, affiliates, advisors and agents will not disclose, announce or otherwise publish (including but not limited to publishing in any social media (including microblog and Wechat)) to any third party any information relating to the Project and the transactions contemplated hereunder, and the price information herein shall not be disclosed or otherwise used by the foresaid person.

Each Finance Party to this Agreement will not, and shall ensure that its senior managers, directors, employees, affiliates, advisors and agents will not, accept any interview by any media (including but not limited to any social media) in respect of the Project or the transactions contemplated hereunder or agree to report the same.

information already known to the public (other than by reason of that Finance Party’s breach of this clause);

information disclosed in compliance with and to the extent required by competent government or regulatory authority according to laws and regulations, and the relevant disclosure shall be limited to the minimum extent as required by the competent government, regulatory authority and laws and regulations;

information disclosed in compliance with the listing rules of the stock exchange where it is listed, and the relevant disclosure shall be limited to the minimum extent as required by the listing rules of the stock exchange where it is listed;

information disclosed with the Borrower’s prior written consent.

copies of this Agreement;

any information known to that Finance Party with respect to the Borrower, this Agreement and/or the transactions contemplated thereunder;

If the Borrower makes an application for amendments and waivers to the provision of this Agreement, the Facility Agent shall, promptly notify each Lender and request decisions to be made upon receipt of such written application and other relevant documents.

If any Lender proposes to amend the provision of this Agreement, it shall firstly notify the Facility Agent, and the Facility Agent shall promptly notify other Lenders and request decisions to be made upon receipt of the notice. Where the amendments proposed by the Lender is related to the Borrower, the Facility Agent shall copy the notice to the Borrower and negotiate with the Borrower the amendments to the provisions of this Agreement on behalf of the syndicate in accordance with the relevant provisions of this Agreement.

For amendments or waivers proposed by the Borrower or any Lender, the Facility Agent shall determine if it requires consent of the Majority Lenders or all the Lenders pursuant to the relevant provisions of this Agreement.

The Facility Agent shall complete the decision process pursuant to Clause 13.8 (Syndication Conference) upon receipt of such application for amendments or waivers from the Borrower or any Lender. The final valid voting result shall be promptly notified to each Lender and the Borrower.

amend Clause 8 (Payments), Clause 13 (Relationship among Finance Parties) or Clause 17 (Amendments and Waivers) hereof;

amend or waive any rights of the Facility Agent under this Agreement, or impose additional obligations on the Facility Agent.

if delivered in person, at the time of actual delivery;

if transmitted by email, when received in legible form;

if sent by mail, on the fifth (5) Business Day following the date of posting by registered mail at the correct address.