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
4
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 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 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