The Group Agents. By its execution hereof, in the case of each Conduit Lender and Committed Lender in a particular Group, and by accepting the benefits hereof, in the case of each Person providing a Liquidity Facility or Credit Facility to the Conduit Lender in such Group, each such party hereby designates and appoints the Person designated on the signature pages hereof (or in the Assignment and Acceptance pursuant to which such party became a party hereto) as the Group Agent for such Group to take all actions as agent on its behalf under this Agreement and the other Financing Documents and to exercise all powers as agent on its behalf as are granted, delegated or otherwise assigned to a Group Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Each Group Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies under this Agreement or any other Financing Document and any related agreements and documents. No Group Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Financing Document, or any fiduciary relationship with any Related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Group Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Group Agent. Except for actions that a Group Agent is expressly required to take 105 Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. pursuant to this Agreement, such Group Agent shall not be required to take any action that exposes it to personal liability or that is contrary to applicable Law unless such Group Agent shall receive further assurances to its satisfaction from the Committed Lenders in its Group of the indemnification obligations against any and all liability and expense that may be incurred in taking or continuing to take such action. The appointment and authority of a Group Agent hereunder shall terminate upon the later of (a) the payment to (i) each Related Lender of all amounts owing to such parties under the Financing Documents and (ii) such Group Agent of all amounts due under the Financing Documents and (b) the occurrence of the Maturity Date. Neither a Group Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by such Group Agent under or in connection with this Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, each Group Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Related Lender and shall not be responsible to any Related Lender for any statements, warranties or representations made by Borrower in connection with this Agreement or any other Financing Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Financing Document on the part of Borrower, (iv) shall not be responsible to any Related Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement or any other Financing Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties. No Group Agent shall be deemed to have knowledge of any Default or Event of Default unless it has received actual written notice thereof. A Group Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Financing Document unless it shall first receive such advice or concurrence of its Related Lenders and it shall first be indemnified to its satisfaction by the Committed Lenders in its Group. Each Lender (other than the Conduit Lenders) severally agrees to indemnify its Related Group Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Group Agent in any way relating to or arising out of this Agreement or any other Financing Document or any action taken or omitted by such Group Agent under this Agreement or any other Financing Document; provided, that (i) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from its Related Group Agent’s gross negligence or willful misconduct and (ii) no Lender shall be liable for any amount in respect of any compromise or settlement of any of the foregoing unless such compromise or settlement is approved by all Lenders in its Group. 106 Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. A Group Agent may, upon at least five (5) days notice to the Borrower, the Administrative Agent and its Related Lenders, resign as Group Agent for its Group. Such resignation shall not become effective until a successor agent reasonably acceptable to the Administrative Agent and, as long as no Event of Default has occurred and is continuing, Borrower, is appointed by such Related Lenders for such Group and has accepted such appointment. Upon such acceptance of its appointment as Group Agent for such Group hereunder by a successor Group Agent, such successor Group Agent shall succeed to and become vested with all the rights and duties of the retiring Group Agent, and the retiring Group Agent shall be discharged from its duties and obligations under the Financing Documents.
Appears in 1 contract
Sources: Loan Agreement (Solarcity Corp)
The Group Agents. By its execution hereof, in the case of each Conduit Lender and Committed Lender in a particular Group, and by accepting the benefits hereof, in the case of each Person providing a Liquidity Facility or Credit Facility to the Conduit Lender in such Group, each such party hereby designates and appoints the Person designated on the signature pages hereof (or in the Assignment and Acceptance pursuant to which such party became a party hereto) as the Group Agent for such Group to take all actions as agent on its behalf under this Agreement and the other Financing Documents and to exercise all powers as agent on its behalf as are granted, delegated or otherwise assigned to a Group Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Each Group Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies under this Agreement or any other Financing Document and any related agreements and documents. No Group Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Financing Document, or any fiduciary relationship with any Related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Group Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Group Agent. Except for actions that a Group Agent is expressly required to take 105 pursuant to this Agreement, such Group Agent shall not be required to take any action that 106 Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. pursuant to this Agreement, such Group Agent shall not be required to take any action that exposes it to personal liability or that is contrary to applicable Law unless such Group Agent shall receive further assurances to its satisfaction from the Committed Lenders in its Group of the indemnification obligations against any and all liability and expense that may be incurred in taking or continuing to take such action. The appointment and authority of a Group Agent hereunder shall terminate upon the later of (a) the payment to (i) each Related Lender of all amounts owing to such parties under the Financing Documents and (ii) such Group Agent of all amounts due under the Financing Documents and (b) the occurrence of the Maturity Date.
. Neither a Group Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by such Group Agent under or in connection with this Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, each Group Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Related Lender and shall not be responsible to any Related Lender for any statements, warranties or representations made by Borrower in connection with this Agreement or any other Financing Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Financing Document on the part of Borrower, (iv) shall not be responsible to any Related Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement or any other Financing Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties. No Group Agent shall be deemed to have knowledge of any Default or Event of Default unless it has received actual written notice thereof. A Group Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Financing Document unless it shall first receive such advice or concurrence of its Related Lenders and it shall first be indemnified to its satisfaction by the Committed Lenders in its Group. Each Lender (other than the Conduit Lenders) severally agrees to indemnify its Related Group Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Group Agent in any way relating to or arising out of this Agreement or any other Financing Document or any action taken or omitted by such Group Agent under this Agreement or any other Financing Document; provided, that (i) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from its Related Group Agent’s gross negligence or willful misconduct and (ii) no Lender shall be liable for any amount in respect of any compromise or settlement of any of the foregoing unless such compromise or settlement is approved by all Lenders in its Group. 106 A Group Agent may, upon at least five (5) days’ notice to the Borrower, the Administrative Agent and its Related Lenders, resign as Group Agent for its Group. Such 107 Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. A Group Agent may, upon at least five (5) days notice to the Borrower, the Administrative Agent and its Related Lenders, resign as Group Agent for its Group. Such resignation shall not become effective until a successor agent reasonably acceptable to the Administrative Agent and, as long as no Event of Default has occurred and is continuing, Borrower, is appointed by such Related Lenders for such Group and has accepted such appointment. Upon such acceptance of its appointment as Group Agent for such Group hereunder by a successor Group Agent, such successor Group Agent shall succeed to and become vested with all the rights and duties of the retiring Group Agent, and the retiring Group Agent shall be discharged from its duties and obligations under the Financing Documents.
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