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 INTERESTHOLDER IN THE ASPEN SOFTWARE OR IN FAVOR OF ANY OTHER
PERSON,
(XV)
WHICH IS NOT SUBJECT TO ANY RIGHT OF RESCISSION, SET-OFF,
COUNTERCLAIM, ANY OTHER DEFENSE (INCLUDING DEFENSES ARISING OUT OF VIOLATIONS OF
USURY LAWS) OF THE APPLICABLE OBLIGOR AGAINST ASPEN OR ANY OTHER ADVERSE CLAIM,
AND THE OBLIGOR THEREON
4
HOLDS NO RIGHT AS AGAINST ASPEN TO CAUSE ASPEN TO REPURCHASE THE ASPEN SOFTWARE,
GOODS OR MERCHANDISE THE LICENSE OR SALE OF WHICH SHALL HAVE GIVEN RISE TO SUCH
RECEIVABLE,
(XVI)
AS TO WHICH ASPEN HAS SATISFIED AND FULLY PERFORMED ALL OBLIGATIONS ON
ITS PART WITH RESPECT TO SUCH RECEIVABLE REQUIRED TO BE FULFILLED BY IT, OTHER
THAN SOFTWARE MAINTENANCE OBLIGATIONS, AND NO OTHER FURTHER ACTION IS REQUIRED
TO BE PERFORMED BY ANY PERSON WITH RESPECT THERETO OTHER THAN PAYMENT THEREON BY
THE APPLICABLE OBLIGOR, AND
(XVII)
ASPEN, IMMEDIATELY PRIOR TO GIVING EFFECT TO THE SALE AND ASSIGNMENT
THEREOF HEREUNDER, HAS GOOD AND MARKETABLE TITLE THERETO FREE AND CLEAR OF ANY
ADVERSE CLAIM, AND UPON GIVING EFFECT TO THE SALE AND ASSIGNMENT THEREOF
HEREUNDER, THE PURCHASER SHALL ACQUIRE GOOD AND MARKETABLE TITLE THERETO FREE
AND CLEAR OF ANY ADVERSE CLAIM (OTHER THAN ANY ADVERSE CLAIM WHICH MAY HAVE BEEN
CREATED BY THE PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THE
PURCHASE AND RESALE AGREEMENT).
"Event of Default" shall have the meaning assigned to such term in the Loan
Agreement.
"Exchange Amount" has the meaning set forth in Section 1.6.
"Finance Charges" means, with respect to a Contract, any finance, interest,
late payment charges or similar charges owing by an Obligor pursuant to such
Contract.
"Final Payout Date" means the date on which all principal, interest and other
obligations and liabilities of the Secondary Purchaser to the Lenders and the
Agent under the Loan Agreement shall have been repaid in full and the Loan
Agreement terminated.
"FX Rights" has the meaning set forth in Section 1.6.
"Insolvency Event" means the occurrence of any of the following:
(i) a case or
other proceeding under any applicable bankruptcy, insolvency, reorganization,
debt arrangement, dissolution or other similar law now or hereafter in effect
shall be commenced by or against such Person, in any court, seeking the
liquidation, reorganization, debt arrangement, dissolution, winding up, or
composition or readjustment of debts of such Person, the appointment of a
trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for
such Person or all or any substantial part of its assets, or any similar action
with respect to such Person; or (ii) such Person shall make any general
assignment for the benefit