OF LOAN DOCUMENTS. BORROWER HEREBY RATIFIES,
CONFIRMS, AND REAFFIRMS ALL TERMS AND CONDITIONS OF ALL SECURITY OR OTHER
COLLATERAL GRANTED TO THE BANK, AND CONFIRMS THAT THE INDEBTEDNESS SECURED
THEREBY INCLUDES, WITHOUT LIMITATION, THE OBLIGATIONS.
10.
NO DEFENSES OF BORROWER. BORROWER HEREBY ACKNOWLEDGES AND AGREES
THAT, AS OF THE DATE OF THIS LOAN MODIFICATION AGREEMENT, BORROWER HAS NO
OFFSETS, DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST BANK WITH RESPECT TO THE
OBLIGATIONS, OR OTHERWISE, AND THAT IF BORROWER NOW HAS, OR EVER DID HAVE, ANY
OFFSETS, DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST BANK, WHETHER KNOWN OR
UNKNOWN, AT LAW OR IN EQUITY, ALL OF THEM ARE HEREBY EXPRESSLY WAIVED AND
BORROWER HEREBY RELEASES BANK FROM ANY LIABILITY THEREUNDER.
11.
CONTINUING VALIDITY. BORROWER UNDERSTANDS AND AGREES THAT IN
MODIFYING THE EXISTING OBLIGATIONS, BANK IS RELYING UPON BORROWER'S
REPRESENTATIONS, WARRANTIES, AND AGREEMENTS, AS SET FORTH IN THE EXISTING LOAN
DOCUMENTS. EXCEPT AS EXPRESSLY MODIFIED PURSUANT TO THIS LOAN MODIFICATION
AGREEMENT, THE TERMS OF THE EXISTING LOAN DOCUMENTS REMAIN UNCHANGED AND IN FULL
FORCE AND EFFECT. BANK'S AGREEMENT TO MODIFICATIONS TO THE EXISTING OBLIGATIONS
PURSUANT TO THIS
LOAN MODIFICATION AGREEMENT IN NO WAY SHALL OBLIGATE BANK TO
MAKE ANY FUTURE MODIFICATIONS TO THE OBLIGATIONS. NOTHING IN THIS LOAN
MODIFICATION AGREEMENT SHALL CONSTITUTE A SATISFACTION OF THE OBLIGATIONS. IT IS
THE INTENTION OF BANK AND BORROWER TO RETAIN AS LIABLE PARTIES ALL MAKERS OF
EXISTING LOAN DOCUMENTS, UNLESS THE PARTY IS EXPRESSLY RELEASED BY BANK IN
WRITING. NO MAKER WILL BE RELEASED BY VIRTUE OF THIS LOAN MODIFICATION
AGREEMENT.
12.
COUNTERSIGNATURE. THIS LOAN MODIFICATION AGREEMENT SHALL BECOME
EFFECTIVE ONLY WHEN IT SHALL HAVE BEEN EXECUTED BY BORROWER AND BANK.
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3
IN WITNESS WHEREOF, the parties hereto have caused this Loan Modification
Agreement to be executed as a sealed instrument under the laws of the
Commonwealth of Massachusetts as of the Second Loan Modification Effective Date.
BORROWER:
SATCON TECHNOLOGY CORPORATION
By
/s/ Charles S. Rhoades
Name:
Charles S. Rhoades
Title:
President
SATCON POWER SYSTEMS, INC.
By
/s/ Charles S. Rhoades
Name:
Charles S. Rhoades
Title:
President
SATCON APPLIED TECHNOLOGY, INC.
By
/s/ Charles S. Rhoades
Name:
Charles S. Rhoades
Title:
President
SATCON ELECTRONICS, INC.
By
/s/ Charles S. Rhoades
Name:
Charles S. Rhoades
Title:
President
SATCON POWER SYSTEMS CANADA LTD.
By
/s/ Charles S. Rhoades
Name:
Charles S. Rhoades
Title:
President
BANK:
SILICON VALLEY BANK
By
/s/ Philip Silvia
Name:
Philip T. Silvia
Title:
Relationship Manager
Second Loan Modification Effective Date: September 26, 2008
[Satcon -Second Loan Modification Agreement Signature Page]
EXHIBIT D
COMPLIANCE CERTIFICATE
TO:
SILICON VALLEY BANK
Date:
FROM:
SATCON TECHNOLOGY CORPORATION, et al.
The undersigned authorized officer of Satcon Technology Corporation and its
Subsidiaries ("Borrower") certifies that under the terms and conditions of the
Loan and Security Agreement between Borrower and Bank (the "Agreement"),
(1) Borrower is in complete compliance for the period ending
with all required covenants except as noted below,
(2) there are no Events of Default, (3) all representations and warranties