WITH RESPECT TO SUCH TRANSACTION, PLUS (C) ANY OUT-OF-POCKET
EXPENSES (INCLUDING ACTUAL ATTORNEYS' FEES) INCURRED BY GE CAPITAL PRIOR TO THE
REPURCHASE DATE.
INTEREST SHALL ACCRUE ON THE REPURCHASE AMOUNT FROM THE DUE
DATE THEREOF UNTIL PAID IN FULL AT THE RATE OF 18% PER ANNUM.
(B)
COMPANY HEREBY REPRESENTS, WARRANTS AND
COVENANTS TO GE CAPITAL, ITS SUCCESSORS AND ASSIGNS, AS OF THE DATE OF THE FINAL
DOCUMENT PACKAGE IN RESPECT OF EACH TRANSACTION, THAT (I) GE CAPITAL SHALL HAVE
RECEIVED AN ORIGINAL OF THE DOCUMENTATION FOR SUCH TRANSACTION; (II) ALL OTHER
ORIGINALS OF SUCH DOCUMENTATION ARE IN THE EXCLUSIVE POSSESSION OF COMPANY OR,
TO THE BEST OF COMPANY'S KNOWLEDGE, THE CUSTOMER FOR SUCH TRANSACTION; (III) ALL
ORIGINALS OF SUCH DOCUMENTATION IN THE POSSESSION OF COMPANY SHALL BE STAMPED
WITH A LEGEND ON THE COVER PAGE AND EACH SIGNATURE PAGE AS FOLLOWS:
"ASPEN
TECHNOLOGY, INC. HAS TRANSFERRED AND ASSIGNED ALL OF ITS RIGHT, TITLE AND
INTEREST IN THIS AGREEMENT AND THE PAYMENTS HEREUNDER TO GENERAL ELECTRIC
CAPITAL CORPORATION, 55 FEDERAL ROAD, P.O. BOX 3199, DANBURY, CT 06813-3199,
ATTN:
MANAGER-OPERATIONS."
10.
TERM AND TERMINATION.
THIS AGREEMENT SHALL
BE EFFECTIVE UPON EXECUTION BY GE CAPITAL AND COMPANY AND SHALL CONTINUE FROM
SUCH EFFECTIVE DATE UNLESS AND UNTIL TERMINATED BY EITHER PARTY AT ANY TIME UPON
SIXTY (60) DAYS PRIOR WRITTEN NOTICE; PROVIDED THAT EITHER PARTY MAY TERMINATE
THIS AGREEMENT IMMEDIATELY UPON NOTICE TO THE OTHER IN THE EVENT OF A BREACH BY
THE OTHER PARTY.
UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE
OBLIGATIONS OF THE PARTIES WITH RESPECT TO TRANSACTIONS NOT APPROVED BY GE
CAPITAL SHALL CEASE.
11.
MISCELLANEOUS.
(A)
GE CAPITAL AND COMPANY
ACKNOWLEDGE THAT THEY ARE SEPARATE ENTITIES, EACH OF WHICH HAS ENTERED INTO THIS
AGREEMENT FOR INDEPENDENT BUSINESS REASONS.
COMPANY SHALL HAVE NO RIGHT OR
AUTHORITY TO, AND WILL NOT ATTEMPT TO, ACCEPT COLLECTIONS, REPOSSESS OR CONSENT
TO THE RETURN OF THE SOFTWARE (OTHER THAN FOR REPAIRS) OR MODIFY THE TERMS OF
ANY TRANSACTION IN ANY WAY WHATSOEVER.
(B)
THE RIGHTS AND OBLIGATIONS OF COMPANY
HEREUNDER MAY NOT BE ASSIGNED WITHOUT THE WRITTEN CONSENT OF GE CAPITAL,
PROVIDED THAT COMPANY MAY ASSIGN ITS RIGHTS TO RECEIVE MONEY OR OTHER PAYMENTS
UNDER THIS AGREEMENT.
(C)
THE PROVISIONS OF THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL SURVIVE THE EXECUTION AND
DELIVERY HEREOF, AND EXCEPT INSOFAR AS THEY RELATE TO PURCHASING FURTHER
TRANSACTIONS, SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
6
(D)
NOTICES TO COMPANY OR GE CAPITAL UNDER THIS
AGREEMENT SHALL BE DEEMED TO HAVE BEEN GIVEN IF MAILED, POSTAGE PREPAID, BY
FIRST CLASS, OVERNIGHT DELIVERY SERVICE OR BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO THE OTHER PARTY AT THE ADDRESS FIRST STATED ABOVE
OR SUCH OTHER ADDRESS AS SUCH PARTY MAY HAVE PROVIDED BY NOTICE.
(E)
THE PARTIES AGREE THAT THIS AGREEMENT HAS
BEEN EXECUTED AND DELIVERED IN, AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS (OTHER THAN THE CHOICE OF LAW PROVISIONS) OF, THE STATE OF NEW YORK.
(F)