BANK
(OR ITS PARENT) COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION, CHANGE, OR COMPLIANCE
(TAKING INTO CONSIDERATION POLICIES WITH RESPECT TO CAPITAL ADEQUACY) BY AN
AMOUNT DEEMED BY BANK TO BE MATERIAL, THEN FROM TIME TO TIME, WITHIN FIFTEEN
(15) DAYS AFTER DEMAND BY BANK, BORROWER SHALL PAY TO BANK SUCH ADDITIONAL
AMOUNT OR AMOUNTS AS WILL COMPENSATE BANK FOR SUCH REDUCTION.
A STATEMENT OF
BANK CLAIMING COMPENSATION UNDER THIS SECTION 6(C) AND SETTING FORTH THE
ADDITIONAL AMOUNT OR AMOUNTS TO BE PAID TO IT HEREUNDER SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
(D)
IF, AT ANY TIME, BANK, IN ITS SOLE AND ABSOLUTE DISCRETION,
DETERMINES THAT (I) THE AMOUNT OF LIBOR ADVANCES FOR PERIODS EQUAL TO THE
CORRESPONDING INTEREST PERIODS ARE NOT AVAILABLE TO BANK IN THE OFFSHORE
CURRENCY INTERBANK MARKETS, OR (II) LIBOR DOES NOT ACCURATELY REFLECT THE COST
TO BANK OF LENDING THE LIBOR ADVANCES, THEN BANK SHALL PROMPTLY GIVE NOTICE
THEREOF TO BORROWER.
UPON THE GIVING OF SUCH NOTICE, BANK'S OBLIGATION TO MAKE
THE LIBOR ADVANCES SHALL TERMINATE; PROVIDED, HOWEVER, ADVANCES SHALL NOT
TERMINATE IF BANK AND BORROWER AGREE IN WRITING TO A DIFFERENT INTEREST RATE
APPLICABLE TO LIBOR ADVANCES.
(E)
IF IT SHALL BECOME UNLAWFUL FOR BANK TO CONTINUE TO FUND OR
MAINTAIN ANY LIBOR ADVANCES, OR TO PERFORM ITS OBLIGATIONS HEREUNDER, UPON
DEMAND BY BANK, BORROWER SHALL PREPAY THE ADVANCES IN FULL WITH ACCRUED INTEREST
THEREON AND ALL OTHER AMOUNTS PAYABLE BY BORROWER HEREUNDER (INCLUDING, WITHOUT
LIMITATION, ANY AMOUNT PAYABLE IN CONNECTION WITH SUCH PREPAYMENT PURSUANT TO
SECTION 6(A) OF THIS LIBOR SUPPLEMENT).
NOTWITHSTANDING THE FOREGOING, TO THE
EXTENT A DETERMINATION BY BANK AS DESCRIBED ABOVE RELATES TO A
11
LIBOR ADVANCE THEN BEING REQUESTED BY BORROWER PURSUANT TO A NOTICE OF BORROWING
OR A NOTICE OF CONVERSION/CONTINUATION, BORROWER SHALL HAVE THE OPTION, SUBJECT
TO THE PROVISIONS OF SECTION 5(C) OF THIS LIBOR SUPPLEMENT, TO (I) RESCIND SUCH
NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION BY GIVING NOTICE (BY
FACSIMILE OR BY TELEPHONE CONFIRMED IN WRITING) TO BANK OF SUCH RESCISSION ON
THE DATE ON WHICH BANK GIVES NOTICE OF ITS DETERMINATION AS DESCRIBED ABOVE, OR
(II) MODIFY SUCH NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION TO
OBTAIN A PRIME RATE ADVANCE OR TO HAVE OUTSTANDING ADVANCES CONVERTED INTO OR
CONTINUED AS PRIME RATE ADVANCES BY GIVING NOTICE (BY FACSIMILE OR BY TELEPHONE
CONFIRMED IN WRITING) TO BANK OF SUCH MODIFICATION ON THE DATE ON WHICH BANK
GIVES NOTICE OF ITS DETERMINATION AS DESCRIBED ABOVE.
12
SCHEDULE I
FORM OF NOTICE OF BORROWING
SATCON TECHNOLOGY CORPORATION, et al.
Date:
TO:
SILICON VALLEY BANK
3003 Tasman Drive
Santa Clara, CA
95054
Attention:
Corporate Services Department
RE:
Loan and Security Agreement dated as of
February
, 2008 (as amended, modified, supplemented or restated from time
to time, the "Loan Agreement"), by and between Satcon Technology Corporation,
Satcon Power Systems, Inc., Satcon Electronics, Inc., Satcon Applied
Technology, Inc. and Satcon Power Systems Canada Ltd. (individually and
collectively, jointly and severally"Borrower"), and Silicon Valley Bank (the
"Bank")