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 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)
BORROWER, IMMEDIATELY PRIOR TO GIVING EFFECT TO THE
PLEDGE THEREOF PURSUANT TO THE SECURITY AGREEMENT, HAS GOOD AND MARKETABLE TITLE
THERETO FREE AND CLEAR OF ANY ADVERSE CLAIM, AND UPON GIVING EFFECT TO THE
PLEDGE THEREOF PURSUANT TO THE SECURITY AGREEMENT, THE AGENT SHALL HAVE A FIRST
PRIORITY PERFECTED SECURITY INTEREST THEREIN.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and any successor statute of similar import, together with
the regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA also refer to any successor sections.
A-6
"ERISA Affiliate" means: (a) any entity that is a member of the same controlled
group (within the meaning of Section 414(b) of the Internal Revenue Code) as the
Borrower or Aspen, (b) a trade or business (whether or not incorporated) under
common control (within the meaning of Section 414(c) of the Internal Revenue
Code) with the Borrower or Aspen, or (c) a member of the same affiliated service
group (within the meaning of Section 414(m) of the Internal Revenue Code) as the
Borrower or Aspen, any entity described in clause (a) or any trade or business
described in clause (b).
"Event of Default" has the meaning set forth in Section 9.01.
"Fee Letter" has the meaning set forth in Section 4.01.
"Final Payout Date" means the date on which the outstanding principal balance of
the Loans has been reduced to zero and all other Obligations payable by the
Borrower under the Transaction Documents shall have been paid in full.
"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.
"FX Rights" means those rights granted by Aspen to the Transferor under
Section 1.6 of the Purchase and Sale Agreement.
"GAAP" means the generally accepted accounting principles and practices in the
United States consistently applied.
"Governmental Authority" means any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any body or entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including without limitation any court,