DESCRIBED
ABOVE.
9.
RATIFICATION 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 BORROWER HAS NO OFFSETS, DEFENSES, CLAIMS, OR
COUNTERCLAIMS AGAINST THE 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 THE BANK, WHETHER KNOWN OR UNKNOWN, AT LAW OR IN
EQUITY, ALL OF TEM ARE HEREBY EXPRESSLY WAIVED AND BORROWER HEREBY RELEASES THE
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.
[Remainder of page intentionally left blank]
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This Loan Modification Agreement is executed as a sealed instrument under the
laws of the Commonwealth of Massachusetts as of the date first written above.
BORROWER:
SATCON TECHNOLOGY CORPORATION
By
/S/ David B. Eisenhaure
Name:
/David B. Eisenhaure
Title
CEO
SATCON POWER SYSTEMS, INC.
By
/S/ David B. Eisenhaure
Name:
/ David B. Eisenhaure
Title
CEO
SATCON APPLIED TECHNOLOGY, INC.
By
/S/ David B. Eisenhaure
Name:
/ David B. Eisenhaure
Title
CEO
SATCON ELECTRONICS, INC.
By
/S/ David B. Eisenhaure
Name:
/ David B. Eisenhaure
Title
CEO
SATCON POWER SYSTEMS CANADA LTD.
By
/S/ David B. Eisenhaure
Name:
/ David B. Eisenhaure
Title
CEO
5
BANK:
SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST
By:
/s/ Michael Tramack
Name:
Michael Tramack
Title:
Relationship Manager
6