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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/16 Solarcity Corp 10-Q 9/30/16 94:17M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.16M
3: EX-10.19T Material Contract HTML 136K
4: EX-10.19U Material Contract HTML 130K
5: EX-10.19V Material Contract HTML 56K
6: EX-10.19W Material Contract HTML 148K
7: EX-10.19X Material Contract HTML 108K
8: EX-10.19Y Material Contract HTML 143K
2: EX-10.5C Material Contract HTML 32K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
19: R1 Document and Entity Information HTML 49K
20: R2 Consolidated Balance Sheets HTML 172K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 98K
22: R4 Consolidated Statements of Operations (Unaudited) HTML 125K
23: R5 Consolidated Statements of Cash Flows HTML 169K
24: R6 Organization HTML 36K
25: R7 Summary of Significant Accounting Policies and HTML 194K
Procedures
26: R8 Restructuring and Other Activities HTML 35K
27: R9 Goodwill and Intangible Assets HTML 277K
28: R10 Selected Balance Sheet Components HTML 216K
29: R11 Cash Equity Financings HTML 36K
30: R12 Indebtedness HTML 453K
31: R13 VIE Arrangements HTML 183K
32: R14 Redeemable Noncontrolling Interests in HTML 46K
Subsidiaries
33: R15 Equity HTML 97K
34: R16 Equity Award Plans HTML 250K
35: R17 Income Taxes HTML 38K
36: R18 Related Party Transactions HTML 97K
37: R19 Commitments and Contingencies HTML 64K
38: R20 Basic and Diluted Net Loss Per Share HTML 117K
39: R21 Subsequent Events HTML 31K
40: R22 Summary of Significant Accounting Policies and HTML 220K
Procedures (Policies)
41: R23 Summary of Significant Accounting Policies and HTML 162K
Procedures (Tables)
42: R24 Goodwill and Intangible Assets (Tables) HTML 278K
43: R25 Selected Balance Sheet Components (Tables) HTML 216K
44: R26 Indebtedness (Tables) HTML 408K
45: R27 VIE Arrangements (Tables) HTML 180K
46: R28 Redeemable Noncontrolling Interests in HTML 43K
Subsidiaries (Tables)
47: R29 Equity (Tables) HTML 91K
48: R30 Equity Award Plans (Tables) HTML 249K
49: R31 Related Party Transactions (Tables) HTML 93K
50: R32 Basic and Diluted Net Loss Per Share (Tables) HTML 118K
51: R33 Organization - Additional Information (Detail) HTML 42K
52: R34 Summary of Significant Accounting Policies and HTML 73K
Procedures - Additional Information (Detail)
53: R35 Summary of Significant Accounting Policies and HTML 42K
Procedures - Summary of Interest Rate Swaps
Outstanding (Detail)
54: R36 Summary of Significant Accounting Policies and HTML 48K
Procedures - Assets and Liabilities Carried at
Fair Value on Recurring Basis (Detail)
55: R37 Summary of Significant Accounting Policies and HTML 38K
Procedures - Summary of the Activity of the Level
3 Contingent Consideration (Detail)
56: R38 Summary of Significant Accounting Policies and HTML 54K
Procedures - Schedule of Estimated Fair Values and
Carrying Values (Detail)
57: R39 Summary of Significant Accounting Policies and HTML 39K
Procedures - Schedule of Changes in Accrued
Warranty Balance (Detail)
58: R40 Summary of Significant Accounting Policies and HTML 33K
Procedures - Schedule of Changes in Accrued
Warranty Balance (Parenthetical) (Detail)
59: R41 Restructuring and Other Activities - Additional HTML 55K
Information (Detail)
60: R42 Goodwill and Intangible Assets - Additional HTML 36K
Information (Detail)
61: R43 Goodwill and Intangible Assets - Summary of HTML 76K
Intangible Assets (Detail)
62: R44 Goodwill and Intangible Assets - Summary of HTML 36K
Carrying Value of Intangible Assets (Detail)
63: R45 Goodwill and Intangible Assets - Amortization HTML 36K
Expense for Identifiable Purchased Intangible
Assets (Detail)
64: R46 Goodwill and Intangible Assets - Summary of Future HTML 53K
Amortization Expense for Intangible Assets
(Detail)
65: R47 Selected Balance Sheet Components - Components of HTML 140K
Consolidated Balance Sheet (Detail)
66: R48 Selected Balance Sheet Components - Components of HTML 40K
Consolidated Balance Sheet (Parenthetical)
(Detail)
67: R49 Cash Equity Financings - Additional Information HTML 48K
(Detail)
68: R50 Indebtedness - Summary of Debt (Detail) HTML 176K
69: R51 Indebtedness - Summary of Debt (Parenthetical) HTML 34K
(Detail)
70: R52 Indebtedness - Additional Information (Detail) HTML 362K
71: R53 VIE Arrangements - Summary of Number of Current HTML 52K
VIE Funds by Classification of Investor, the
Carrying Value, Total Investor Contributions
Received and Undrawn Investor Contributions
(Detail)
72: R54 VIE Arrangements - Additional Information (Detail) HTML 35K
73: R55 VIE Arrangements - Carrying Values of Assets and HTML 116K
Liabilities of Subsidiary in Consolidated Balance
Sheets (Detail)
74: R56 Redeemable Noncontrolling Interests in HTML 50K
Subsidiaries - Activity of Redeemable
Noncontrolling Interests in Subsidiaries (Detail)
75: R57 Redeemable Noncontrolling Interests in HTML 35K
Subsidiaries - Additional Information (Detail)
76: R58 Equity - Schedule of Changes in Total HTML 62K
Stockholders' Equity and Noncontrolling Interests
(Detail)
77: R59 Equity Award Plans - Additional Information HTML 75K
(Detail)
78: R60 Equity Award Plans - Summary of Stock Option HTML 78K
Activity (Detail)
79: R61 Equity Award Plans - Summary of Stock Option HTML 31K
Activity (Parenthetical) (Detail)
80: R62 Equity Award Plans - Summary of Fair Value of HTML 40K
Stock Options Granted Using Weighted-Average
Assumptions used in the Black-Scholes Option
Valuation Model (Detail)
81: R63 Equity Award Plans - Summary of RSU Activity HTML 56K
(Detail)
82: R64 Equity Award Plans - Summary of Capitalized HTML 41K
Stock-Based Compensation Expense (Detail)
83: R65 Equity Award Plans - Summary of Stock-Based HTML 45K
Compensation Expense Recognized (Detail)
84: R66 Income Taxes - Additional Information (Detail) HTML 46K
85: R67 Related Party Transactions - Components of Related HTML 38K
Party Transactions (Detail)
86: R68 Related Party Transactions - Summary of Related HTML 44K
Party Balances (Detail)
87: R69 Related Party Transactions - Additional HTML 60K
Information (Detail)
88: R70 Commitments and Contingencies - Additional HTML 74K
Information (Detail)
89: R71 Basic and Diluted Net Loss Per Share - Computation HTML 52K
of Company's Basic and Diluted Net Loss Per Share
(Detail)
90: R72 Basic and Diluted Net Loss Per Share - Schedule of HTML 41K
Weighted-Average Outstanding Shares of Common
Stock Equivalents Excluded from Computation of
Diluted Net Loss Per Share (Detail)
91: R73 Subsequent Events - Additional Information HTML 38K
(Detail)
93: XML IDEA XML File -- Filing Summary XML 166K
92: EXCEL IDEA Workbook of Financial Reports XLSX 110K
13: EX-101.INS XBRL Instance -- scty-20160930 XML 4.96M
15: EX-101.CAL XBRL Calculations -- scty-20160930_cal XML 236K
16: EX-101.DEF XBRL Definitions -- scty-20160930_def XML 942K
17: EX-101.LAB XBRL Labels -- scty-20160930_lab XML 1.56M
18: EX-101.PRE XBRL Presentations -- scty-20160930_pre XML 1.27M
14: EX-101.SCH XBRL Schema -- scty-20160930 XSD 244K
94: ZIP XBRL Zipped Folder -- 0001564590-16-028647-xbrl Zip 256K
Exhibit 10.19v
REQUIRED GROUP AGENT ACTION NO. 23
This REQUIRED GROUP AGENT ACTION NO. 23 (this “Action”), dated as of September 15, 2016, is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”) and as the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”), National Bank of Arizona (“NBAZ Agent”), Silicon Valley Bank (“SVB Agent”) and CIT Bank, N.A. (“CIT Agent” and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
A.Pursuant to the Loan Agreement, the Lenders have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth in the Financing Documents.
B.Pursuant to Required Group Agent Action No. 22, dated as of September 8, 2016, by and among the parties hereto (“GAA 22”), the Borrower requested and the Group Agents consented to deem the requirements of Section 2.1(f)(iii)(A) of the Loan Agreement satisfied during the period through September 15, 2016, subject to the conditions therein (the “Prior Consent”).
C.The Borrower has requested that the Required Group Agents provide their consent to the extension of the deadline for satisfying the requirements of the Prior Consent as required under GAA 22 (the “Extension”).
D.The Required Group Agents are willing to provide their consent to the Extension on the terms and subject to the conditions set forth in this Action.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
Section 1.Consent. Subject to the satisfaction of the conditions precedent described in Section 2 hereof, each Agent and Lender party hereto, by its signature below, agrees to extend the deadline of the Prior Consent and to deem the requirements of Section 2.1(f)(iii)(A) of the Loan Agreement satisfied during the period through September 22, 2016 in connection with the prepayment made in connection with GAA 22; provided, that no such deemed consent shall have been given under this Section 1 unless the requirements of Section 2.1(f)(iii)(A) of the Loan Agreement shall in fact be satisfied by the Borrower in all respects no later than September 22, 2016.
Required Group Agent Action No. 23
Section 2.Effectiveness. This Action shall be effective upon the receipt by the Administrative Agent of counterparts of this Action, executed and delivered by each of the other parties hereto.
Section 3.Representations and Warranties. The Borrower hereby represents and warrants as of the Effective Date:
Section 4.Reference to and Effect on Financing Documents. Each of the Loan Agreement and the other Financing Documents is and shall remain unchanged and in full force and effect, and, except as expressly set forth herein, nothing contained in this Action shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any of the other Secured Parties, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in each of the Loan Agreement and any other Financing Document. This Action shall also constitute a “Financing Document” for all purposes of the Loan Agreement and the other Financing Documents.
Section 5.Incorporation by Reference. Sections 10.5 (Entire Agreement), 10.6 (Governing Law), 10.7 (Severability), 10.8 (Headings), 10.11 (Waiver of Jury Trial), 10.12 (Consent to Jurisdiction; Service of Process), 10.14 (Successors and Assigns) and 10.16 (Binding Effect; Counterparts) of the Loan Agreement are hereby incorporated by reference herein, mutatis mutandis.
Section 6.Expenses. The Borrower agrees to reimburse the Administrative Agent in accordance with Section 10.4(b) of the Loan Agreement for its reasonable and documented
2Required Group Agent Action No. 23
out-of-pocket expenses in connection with this Action, including reasonable and documented fees and out-of-pocket expenses of legal counsel.
Section 7.Construction. The rules of interpretation specified in Section 1.2 of the Loan Agreement also apply to this Action, mutatis mutandis.
3Required Group Agent Action No. 23
IN WITNESS WHEREOF, the parties hereto have caused this Action to be duly executed by their respective authorized officers as of the day and year first written above.
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MEGALODON SOLAR, LLC, |
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as the Borrower |
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By: /s/ Lyndon Rive |
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Name:Lyndon Rive |
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Title:President |
[Signature Page to Required Group Agent Action No. 23]
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as a Group Agent |
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By: /s/ Sheikh Omer-Farooq |
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Name:Sheikh Omer-Farooq |
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Title:Managing Director |
[Signature Page to Required Group Agent Action No. 23]
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as a Group Agent |
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By: /s/ Erin McCutcheon |
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Name:Erin McCutcheon |
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Title:Vice President |
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By: /s/ Chris Fera |
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Name:Chris Fera |
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Title:Vice President |
[Signature Page to Required Group Agent Action No. 23]
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as a Group Agent |
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By: /s/ Vinod Mukani |
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Name:Vinod Mukani |
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Title:Director |
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By: /s/ Daniel Fuchs |
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Name:Daniel Fuchs |
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Title:Vice President |
[Signature Page to Required Group Agent Action No. 23]
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as a Group Agent |
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By: /s/ Erwin Thomet |
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Name:Erwin Thomet |
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Title:Managing Director |
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By: /s/ Thomas Cantello |
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Name:Thomas Cantello |
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Title:Director |
[Signature Page to Required Group Agent Action No. 23]
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as a Group Agent |
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By: /s/ Lisa Anne Ryder |
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Name:Lisa Anne Ryder |
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Title:Senior Vice President |
[Signature Page to Required Group Agent Action No. 23]
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as a Group Agent |
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By: /s/ Kate Smith |
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Name:Kate Smith |
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Title:Vice President |
[Signature Page to Required Group Agent Action No. 23]
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as a Group Agent |
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By: /s/ Sayoji Goli |
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Name:Sayoji Goli |
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Title:Vice President |
[Signature Page to Required Group Agent Action No. 23]
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as a Group Agent |
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By: /s/ Joseph Gyurindak |
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Name:Joseph Gyurindak |
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Title:Director |
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[Signature Page to Required Group Agent Action No. 23]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/9/16 | 425, 8-K | ||
| For Period end: | 9/30/16 | |||
| 9/22/16 | ||||
| 9/15/16 | ||||
| 9/8/16 | 425 | |||
| 5/4/15 | 8-K | |||
| List all Filings | ||||