WHICH IS AN "ACCOUNT" OR "PAYMENT INTANGIBLE" WITHIN THE MEANING OF
SECTION 9-102 OF THE UCC OF ALL APPLICABLE JURISDICTIONS,
(VI)
WHICH IS DENOMINATED AND PAYABLE ONLY IN UNITED STATES DOLLARS IN THE
UNITED STATES; PROVIDED THAT A RECEIVABLE THAT OTHERWISE SATISFIES THE CRITERIA
FOR "ELIGIBLE RECEIVABLE" BUT FOR THIS CLAUSE (VI) MAY CONSTITUTE AN ELIGIBLE
RECEIVABLE NOTWITHSTANDING THIS CLAUSE (VI) IF THE OUTSTANDING BALANCE THEREOF
ON THE CLOSING ON THE APPLICABLE DATE OF DETERMINATION, WHEN ADDED TO THE
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 TRANSFERRED RECEIVABLES ON THE
CLOSING DATE;
3
(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 RECEIVABLES THAT CONSTITUTE ELIGIBLE
RECEIVABLES ON SUCH DATE BY REASON OF THIS CLAUSE (B) WOULD NOT EXCEED AN AMOUNT
EQUAL TO 78% OF THE AGGREGATE OUTSTANDING BALANCE OF ALL TRANSFERRED RECEIVABLES
ON THE CLOSING DATE;
(VIII)
WHICH ARISES UNDER A CONTRACT IN SUBSTANTIALLY THE FORM SET FORTH ON
EXHIBIT A 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 ITS 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
PURCHASER OR ANY OF ITS ASSIGNS TO EXERCISE ITS RIGHTS UNDER THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ITS RIGHT TO REVIEW THE CONTRACT, AND (C) IS
OTHERWISE FREELY ASSIGNABLE,
(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