STANDARD PROCEDURES FOR THE PROGRAM IN ORDER TO PURCHASE A
TRANSACTION AND TO PAY THE DISCOUNTED VALUE OF THE SOFTWARE TO COMPANY.
(H)
"MATERIAL ADVERSE CHANGE IN FINANCIAL
CONDITION" MEANS A SIGNIFICANT NEGATIVE CHANGE IN THE BALANCE SHEET OR PROFIT
AND LOSS STATEMENTS, FROM THE BALANCE SHEET OR PROFIT AND LOSS STATEMENTS
DELIVERED TO GE CAPITAL BY COMPANY ON OR BEFORE THE DATE OF THIS AGREEMENT.
(I)
"OFFER DOCUMENT PACKAGE" MEANS AN
APPLICATION (INCLUDING CREDIT INFORMATION CONCERNING THE CUSTOMER) AND RELATED
DOCUMENTS FROM TIME TO TIME REQUIRED BY GE CAPITAL IN ACCORDANCE WITH ITS
STANDARD PROCEDURES FOR THE PROGRAM TO INITIATE ITS CONSIDERATION OF A PROPOSED
TRANSACTION.
(J)
"TRANSACTION" MEANS THE LICENSING OF
SOFTWARE (AND THE GUARANTY THEREOF) BY A CUSTOMER IN THE FORM OF A SOFTWARE
LICENSE AGREEMENT OR OTHER DOCUMENT APPROVED BY GE CAPITAL FROM TIME TO TINE.
2.
PURCHASE OF TRANSACTIONS.
GE CAPITAL
AND COMPANY AGREE THAT, SUBJECT TO THE TERMS AND PROVISIONS HEREOF, AND PROVIDED
THAT NO DEFAULT HAS OCCURRED, GE CAPITAL MAY PURCHASE, AND COMPANY MAY SELL, THE
PAYMENTS PROVIDED UNDER CERTAIN TRANSACTIONS, TOGETHER WITH ALL RIGHT, TITLE AND
INTEREST OF THE COMPANY IN AND TO SUCH TRANSACTIONS TO THE EXTENT THE SAME
SECURE OR BENEFIT SUCH PAYMENTS.
NOTHING CONTAINED HEREIN SHALL REQUIRE COMPANY
TO SELL SUCH PAYMENTS OR REQUIRE GE CAPITAL TO PURCHASE THE SAME OR APPROVE ANY
CUSTOMER REFERRED BY COMPANY.
3.
TRANSACTIONS.
AT ITS DISCRETION,
COMPANY SHALL COMPLETE AND DELIVER TO GE CAPITAL AN OFFER DOCUMENT PACKAGE.
UPON RECEIPT THEREOF, GE CAPITAL SHALL REVIEW AND EITHER APPROVE OR REJECT THE
OFFER DOCUMENT PACKAGE AND SHALL NOTIFY COMPANY OF ITS DETERMINATION.
UPON
NOTIFICATION OF APPROVAL BY GE CAPITAL, COMPANY SHALL OBTAIN AND DELIVER TO GE
CAPITAL THE FINAL DOCUMENT PACKAGE.
4.
OBLIGATION TO PURCHASE.
PROVIDED
THAT:
(A) GE CAPITAL HAS NOT PREVIOUSLY REVOKED ITS APPROVAL OF A TRANSACTION;
(B) NO DEFAULT HAS OCCURRED; (C) GE CAPITAL HAS RECEIVED THE FINAL DOCUMENT
PACKAGE; AND (D) COMPANY AGREES TO SELL THE TRANSACTION FOR THE DISCOUNTED VALUE
QUOTED BY GE CAPITAL, GE CAPITAL SHALL PAY COMPANY THE DISCOUNTED VALUE.
5.
REVOCATION OF APPROVAL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GE CAPITAL MAY REVOKE
ITS AGREEMENT TO PURCHASE A TRANSACTION IF EITHER (A) GE CAPITAL HAS NOT
RECEIVED THE FINAL DOCUMENT PACKAGE WITHIN SIXTY (60) DAYS AFTER THE DATE GE
CAPITAL NOTIFIED THE COMPANY OF APPROVAL OF A TRANSACTION, OR (B) PRIOR TO THE
RECEIPT BY GE CAPITAL OF THE FINAL DOCUMENT PACKAGE OR PAYMENT BY GE CAPITAL OF
THE
2
DISCOUNTED VALUE, GE CAPITAL DETERMINES, IN ITS GOOD FAITH JUDGMENT, THAT AN
EVENT OF CANCELLATION HAS OCCURRED.
UPON REVOCATION OF ITS AGREEMENT TO
PURCHASE A TRANSACTION, GE CAPITAL SHALL HAVE NO FURTHER LIABILITY TO COMPANY IN
CONNECTION WITH THE TRANSACTION.
6.
GENERAL ADMINISTRATIVE SERVICES.
GE
CAPITAL WILL PROVIDE GENERAL ADMINISTRATIVE SERVICES IN CONNECTION WITH THE
TRANSACTIONS, INCLUDING BUT NOT LIMITED TO BILLING AND COLLECTING.
GE CAPITAL
SHALL HAVE THE RIGHT TO DEAL WITH ALL TRANSACTIONS AND CUSTOMERS IN THE SOLE
EXERCISE OF ITS BUSINESS