COLLATERAL ACCOUNT, AND/OR SUCH OTHER "BLOCKED ACCOUNT" AS
SILICON MAY SPECIFY (COLLECTIVELY, THE LOCKBOX ACCOUNT"), PURSUANT TO SUCH
BLOCKED ACCOUNT AGREEMENTS IN SUCH FORM AS SILICON MAY REASONABLY REQUIRE.
PRIOR TO THE OCCURRENCE OF A DEFAULT, ALL SUCH PAYMENTS ON, AND PROCEEDS OF,
RECEIVABLES, AS WELL AS ANY AND ALL OTHER PAYMENTS DEPOSITED INTO THE LOCKBOX
ACCOUNT, SHALL BE HELD BY SILICON IN THE LOCKBOX ACCOUNT, TO BE DISBURSED BY
SILICON AS INSTRUCTED BY BORROWER PURSUANT TO A RECONCILIATION AND DISBURSEMENT
AUTHORIZATION (THE "DISBURSEMENT AUTHORIZATION") FURNISHED TO SILICON BY
BORROWER OR AS OTHERWISE PROVIDED HEREINBELOW.
BORROWER SHALL DELIVER TO
SILICON A DISBURSEMENT AUTHORIZATION, IN FORM SATISFACTORY TO SILICON, NO LESS
FREQUENTLY THAN ON OR BEFORE 11:00 A.M. ON MONDAY OF EACH WEEK WITH RESPECT TO
THE PRIOR WEEK'S RECEIPTS/DEPOSITS.
BORROWER WARRANTS AND REPRESENTS THAT EACH
SUCH DISBURSEMENT AUTHORIZATION SHALL INCLUDE A DIRECTION THAT ALL SUCH PAYMENTS
ON, AND PROCEEDS OF, RECEIVABLES ARE TO BE APPLIED BY SILICON TO THE OBLIGATIONS
IN SUCH ORDER AS SILICON SHALL DETERMINE, WITH THE EXCESS, IF ANY, DEPOSITED
INTO BORROWER'S OPERATING ACCOUNT MAINTAINED WITH SILICON.
SUCH DISBURSEMENT
AUTHORIZATION SHALL ALSO INCLUDE A DIRECTION THAT ANY OTHER PAYMENTS DEPOSITED
INTO THE LOCKBOX ACCOUNT WHICH DO NOT CONSTITUTE A PORTION OF SILICON'S
COLLATERAL SHALL BE DEPOSITED INTO BORROWER'S OPERATING ACCOUNT OR SUCH OTHER
ACCOUNT AS MAY BE DIRECTED BY BORROWER.
IN THE EVENT BORROWER FAILS TO FURNISH
SILICON WITH THE DISBURSEMENT AUTHORIZATION ON OR BEFORE 11:00 ON MONDAY OF ANY
WEEK, SILICON MAY APPLY SUCH PAYMENTS ON, AND PROCEEDS OF, RECEIVABLES TO THE
OBLIGATIONS IN SUCH ORDER AS SILICON SHALL DETERMINE. UPON REQUEST OF SILICON,
AND IN ADDITION TO ALL REPORTS REQUIRED TO BE DELIVERED BY BORROWER TO SILICON,
BORROWER SHALL DELIVER TO SILICON SUCH ADDITIONAL REPORTS CONCERNING THE
COLLECTION OF RECEIVABLES IN SUCH FORM AND ON SUCH FREQUENCY AS SILICON SHALL
REQUIRE IN ITS DISCRETION."
(II)
THE LOAN AGREEMENT SHALL BE AMENDED BY
DELETING THE FOLLOWING TEXT APPEARING IN SECTION 3 OF THE SCHEDULE THERETO:
"Collateral Handling Fee:
$2,000.00 ($1,000.00 when not borrowing and
Borrower has advised Silicon that it has elected to be on "non-borrowing
reporting status" pursuant to Section 6, below) per month, payable in arrears."
and inserting in lieu thereof the following:
"COLLATERAL HANDLING FEE:
$2,000.00 (WHICH FEE MAY BE INCREASED TO NO
MORE THAN $4,000.00 IN SILICON'S REASONABLE JUDGMENT UPON 30 DAYS' PRIOR WRITTEN
NOTICE TO BORROWER) PER MONTH, PAYABLE IN ARREARS."
4.
CONSENT TO GUGGENHEIM CORPORATE
FUNDING, LLC TRANSACTION AND RELEASE.
SILICON HEREBY UNDERSTANDS THAT THE
BORROWER AND CERTAIN OF ITS SUBSIDIARIES THAT HAVE BEEN OR ARE TO BE FORMED
INTEND TO ENTER INTO CERTAIN TRANSACTIONS WITH GUGGENHEIM CORPORATE FUNDING, LLC
("GUGGENHEIM"), WHICH INCLUDE (I) ENTERING INTO A PURCHASE AND SALE AGREEMENT
(THE "P&S AGREEMENT") BETWEEN THE BORROWER AND ASPEN TECHNOLOGY RECEIVABLES I
LLC ("ASPEN I"), WHEREBY THE BORROWER WILL SELL, TRANSFER AND ASSIGN TO ASPEN I
CERTAIN TRANSFERRED RECEIVABLES, RELATED SECURITY, CONTRACTS AND COLLECTIONS (AS
SUCH TERMS ARE DEFINED IN THE P&S AGREEMENT) WITH RESPECT THERETO AND OTHER
PROCEEDS