AGGREGATE
OUTSTANDING BALANCE OF ALL OTHER RECEIVABLES THAT CONSTITUTE ELIGIBLE
RECEIVABLES AS OF SUCH DATE BY REASON OF THIS PROVISO WOULD NOT EXCEED AN AMOUNT
EQUAL TO 25% OF THE OUTSTANDING BALANCE OF THE POOL RECEIVABLES ON THE CLOSING
DATE;
(VII)
THE OBLIGOR OF WHICH IS EITHER (A) ORGANIZED
UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF AND HAS
ITS CHIEF EXECUTIVE OFFICE IN THE UNITED STATES OR (B) (1) IS ORGANIZED UNDER
THE LAWS OF, OR HAS ITS CHIEF EXECUTIVE OFFICE IN, ANY OTHER JURISDICTION AND
(2) THE OUTSTANDING BALANCE OF SUCH RECEIVABLE ON THE CLOSING DATE, WHEN ADDED
TO THE AGGREGATE OUTSTANDING BALANCE OF ALL OTHER POOL RECEIVABLES THAT
CONSTITUTE ELIGIBLE RECEIVABLES AS OF SUCH DATE BY REASON OF THIS CLAUSE (B)
WOULD NOT EXCEED AN AMOUNT EQUAL TO 78% OF THE AGGREGATE OUTSTANDING BALANCE OF
ALL POOL RECEIVABLES ON THE CLOSING DATE,
(VIII)
WHICH ARISES UNDER A CONTRACT IN SUBSTANTIALLY THE
FORM SET FORTH ON EXHIBIT III HERETO, WHICH, TOGETHER WITH SUCH RECEIVABLE, IS
IN FULL FORCE AND EFFECT AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF THE RELATED OBLIGOR TO MAKE THE PAYMENTS REQUIRED THEREUNDER AND IS OTHERWISE
ENFORCEABLE AGAINST SUCH OBLIGOR IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS
TERMS,
(IX)
WHICH ARISES UNDER A CONTRACT WHICH (A) DOES
NOT REQUIRE THE OBLIGOR UNDER SUCH CONTRACT TO CONSENT TO THE TRANSFER, SALE OR
ASSIGNMENT OF THE RIGHTS AND DUTIES OF ASPEN OR ANY OF ITS ASSIGNEES UNDER SUCH
CONTRACT, (B) DOES NOT CONTAIN A CONFIDENTIALITY PROVISION THAT PURPORTS TO
RESTRICT THE ABILITY OF THE AGENT OR THE LENDERS TO EXERCISE ITS RIGHTS UNDER
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS RIGHT TO REVIEW THE CONTRACT
AND (C) IS OTHERWISE FREELY ASSIGNABLE,
A-5
(X)
WHICH ARISES UNDER A CONTRACT THAT
CONTAINS AN OBLIGATION TO PAY A SPECIFIED SUM OF MONEY ON SUCH DATES AND IN SUCH
AMOUNTS AS ARE SET FORTH ON THE RECEIVABLES SCHEDULE,
(XI)
WHICH, TOGETHER WITH THE CONTRACT RELATED
THERETO, DOES NOT CONTRAVENE ANY LAW, RULE OR REGULATION APPLICABLE THERETO
(INCLUDING, WITHOUT LIMITATION, ANY LAW, RULE AND REGULATION RELATING TO TRUTH
IN LENDING, FAIR CREDIT BILLING, FAIR CREDIT REPORTING, EQUAL CREDIT
OPPORTUNITY, FAIR DEBT COLLECTION PRACTICES AND PRIVACY) AND WITH RESPECT TO
WHICH NO PART OF THE CONTRACT RELATED THERETO IS IN VIOLATION OF ANY SUCH LAW,
RULE OR REGULATION,
(XII)
WHICH SATISFIES, IN ALL MATERIAL RESPECTS, ALL
APPLICABLE REQUIREMENTS OF THE CREDIT AND COLLECTION POLICY,
(XIII)
WHICH WAS GENERATED IN THE ORDINARY COURSE OF
ASPEN'S BUSINESS,
(XIV)
WHICH ARISES SOLELY FROM THE LICENSING OR SALE OF
ASPEN SOFTWARE TO THE RELATED OBLIGOR BY ASPEN, AND NOT BY ANY OTHER PERSON (IN
WHOLE OR IN PART), AND ASPEN HAD FULL RIGHT AND POWER TO LICENSE OR SELL SUCH
ASPEN SOFTWARE WITHOUT (I) ANY OBLIGATION TO PROVIDE NOTICE TO OR OBTAIN THE
CONSENT OF ANY PERSON AND (II) ANY ADVERSE CLAIM ARISING IN, TO OR AGAINST SUCH
RECEIVABLE IN FAVOR OF ANY INTEREST HOLDER IN THE ASPEN SOFTWARE OR