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PARTIAL RELEASE AND ACKNOWLEDGEMENT AGREEMENT SILICON VALLEY BANK ASPEN TECHNOLOGY, INC. ASPENTECH, INC.

ASP Hosting Agreement

PARTIAL RELEASE AND ACKNOWLEDGEMENT AGREEMENT SILICON VALLEY BANK ASPEN TECHNOLOGY, INC. ASPENTECH, INC. | Document Parties: ASPEN TECHNOLOGY INC /DE/ | SILICON VALLEY BANK | ASPENTECH, INC., You are currently viewing:
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ASPEN TECHNOLOGY INC /DE/ | SILICON VALLEY BANK | ASPENTECH, INC.,

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Title: PARTIAL RELEASE AND ACKNOWLEDGEMENT AGREEMENT SILICON VALLEY BANK ASPEN TECHNOLOGY, INC. ASPENTECH, INC.
Governing Law: Massachusetts     Date: 6/20/2005
Industry: Software and Programming    

PARTIAL RELEASE AND ACKNOWLEDGEMENT AGREEMENT SILICON VALLEY BANK ASPEN TECHNOLOGY, INC. ASPENTECH, INC., Parties: aspen technology inc /de/ , silicon valley bank , aspentech  inc.
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Exhibit 10.7

 

PARTIAL RELEASE AND ACKNOWLEDGEMENT AGREEMENT

 

This Partial Release and Acknowledgment Agreement (the “Agreement”) is entered into as of June 15, 2005, by and among (i) SILICON VALLEY BANK , a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts  02462 (“SVB”), (ii) ASPEN TECHNOLOGY, INC. , a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 and (iii) ASPENTECH, INC. , a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (jointly and severally, individually and collectively, “Borrower”), and the parties who have executed this Agreement, as evidenced by their signature below (each a “Party”, and collectively, the “Parties”).

 

Whereas, Borrower is indebted to SVB pursuant to a loan arrangement dated as of January 30, 2003, as evidenced by a certain Loan and Security Agreement and a certain Export-Import Bank Loan and Security Agreement each dated as of January 30, 2003 (each as amended and in effect, collectively, the “SVB Loan Arrangement”) and SVB and Borrower have also entered into a certain Non-Recourse Receivables Purchase Agreement dated December 31, 2003 (as amended and in effect, the “SVB Purchase Facility”).

 

Whereas, SVB has agreed to release its security interest in certain assets of Borrower in accordance with the provisions hereof in order to permit Borrower to sell such assets to Aspen Technology Receivables I LLC, free and clear of the security interest granted to SVB under the SVB Loan Arrangement and SVB’s interest in the accounts receivable purchased under the SVB Purchase Facility.

 

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SVB, the Borrower, and the Parties hereby agree as follows:

 

1.                                        Partial Release .  SVB hereby irrevocably releases any lien, claim, encumbrance or security interest (including, without limitation, its security interests under the SVB Loan Arrangement and its interest in accounts receivable purchased under the SVB Purchase Facility) it may have, solely in those certain accounts receivable, contracts (or portion thereof), related security, and collections which are listed on Exhibit A hereto (the “SPV Receivables”) and all proceeds thereof.

 

2.                                        Treatment of Proceeds of the SPV Receivables .  SVB specifically acknowledges and agrees that it shall retain no security interest or ownership interest in or to the SPV Receivables or the proceeds thereof (the “Funds”).  In the event SVB receives, acquires or obtains any such Funds directly from the Collection Account (as defined herein) as payment of any of the Borrowers’ obligations under the SVB Loan Arrangement or the SVB Purchase Facility, in connection with a disbursement request by the Borrower to SVB directly from the Collection Account, or by set off or other action taken by SVB against the Collection Account, SVB agrees to promptly turn over any such Funds, or the

 



 

proceeds thereof, to Guggenheim Corporate Funding, LLC (“Guggenheim”) or, at SVB’s option, SVB may deposit such Funds into a court of competent jurisdiction in an interpleader action.  In the event that any Party receives, acquires or obtains any collateral or property of SV


 
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