Exhibit 10.1(f)


 


	
   

  	
  DATED

  	
  14 November 2005

  



 


 


(1) EVOLVING SYSTEMS HOLDINGS, INC.


(as Company)


 


- and -


 


(2) CAPITALSOURCE FINANCE LLC


(as Collateral Agent)


 


 


CHARGE OVER SHARES


(US
Secured Obligations)


 





















 


CONTENTS


 


	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  COVENANT TO PAY

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  GRANT OF SECURITY

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  CONTINUING SECURITY

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  LIABILITY OF THE COMPANY RELATING TO SECURITY
  ASSETS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  REPRESENTATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  UNDERTAKINGS BY THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  RIGHTS AND OBLIGATIONS IN RESPECT OF CHARGED
  INVESTMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  POWER TO REMEDY

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  WHEN SECURITY BECOMES ENFORCEABLE

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  ENFORCEMENT OF SECURITY

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  RECEIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  POWERS OF RECEIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  APPLICATION OF PROCEEDS

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  SET-OFF

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  DELEGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  FURTHER ASSURANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  POWER OF ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  STAMP DUTY

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  COSTS AND EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  CURRENCIES

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  INDEMNITY

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  PARTIAL INVALIDITY

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  RELEASE

  	
   

  



 





















 


	
  28.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
  ENFORCEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE

  	
   

  
	
   

  	
   

  	
   

  
	
  The Initial
  Charged Securities

  	
   

  



 





















 


	
  THIS AGREEMENT is made on

  	
   

  	
  2005

  



 


BETWEEN


 


(1)                                  EVOLVING SYSTEMS HOLDINGS, INC., a company incorporated and registered under the laws of Delaware with its principal place of business at 9777
Pyramid Court, Suite 100, Englewood, CO80112 (the “Company”); and


 


(2)                                  CAPITALSOURCE FINANCE LLC (as collateral agent for the Lender Parties (as defined below)) (in
such capacity, the “Collateral Agent”).


 


IT IS AGREED:


 


1.                                      DEFINITIONS
AND INTERPRETATION


 


1.1                               Definitions


 


In this Deed:


 


(a)                                  terms defined in, or construed for the purposes of, the Term Loan
Agreement (as defined below) have the same meanings when used in this Deed
(unless the same are otherwise defined in this Deed); and


 


(b)                                 the following terms have the following meanings:


 


“Act”
means the Law of Property Act 1925;


 


“Charged Investments” means the Charged Securities and all present and future Related
Rights accruing to all or any of the Charged Securities;


 


“Charged Securities” means:


 


(a)                                  the securities specified in the schedule (The  Initial
Charged Securities) (“Initial
Charged Securities”) (which constitutes from time to time 65% of the
total issued voting share capital of UK Holdco);


 


(b)                                 any other stocks, shares, debentures, bonds or other securities now
or in future owned (legally or beneficially) by the Company, held by any
nominee, trustee, fiduciary or clearance system on its behalf or in which the
Company has an interest at any time; and


 


(c)                                  any Related Rights which are constituted by any stocks, shares,
debentures, bonds, warrants, coupons, negotiable instruments, certificates of
deposit or other securities or “investments”
(as defined in part II of schedule II to the Financial Services and
Markets Act 2000 as in force at the date of this Deed) now or in future owned
(legally or beneficially) by the Company, held by any nominee, trustee,
fiduciary or clearance system on its behalf or in which the Company has an interest
at any time,


 


for the avoidance of doubt and notwithstanding
anything to the contrary in this Deed, the Charged Securities shall at no time
include issued share capital of UK Holdco


 


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which constitutes, from time to time, more than 65% of
the total issued voting share capital of UK Holdco;


 


“Controlled Foreign Corporation” has the same meaning given to
that term under section 957(a) of the Code;


 


“Debtor Relief Law” shall mean, collectively, the
Bankruptcy Code and all other applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganisation
or similar debtor relief laws from time to time in effect affecting the rights
of creditors generally, in each case as amended from time to time;


 


“Delegate”
means any delegate, sub-delegate, agent, attorney or co-trustee appointed by
the Collateral Agent or by a Receiver;


 


“Governmental Authority” shall mean any federal, state, foreign, municipal, national, provincial,
local or other governmental department, court, commission, board, bureau,
agency or instrumentality or political subdivision thereof, or any entity or
officer exercising executive, legislative or judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case, whether of the United States or a state, territory or possession
thereof, a foreign sovereign entity or country or jurisdiction or the District
of Columbia;


 


“Party” means a party to this Deed;


 


“Person” shall mean an
individual, a partnership, a corporation, a limited liability company, a
business trust, a joint stock company, a trust, an unincorporated association,
a joint venture, a Governmental Authority or any other entity of whatever
nature;


 


“Property” shall mean all types
of real, personal or mixed property and all types of tangible or intangible
property;


 


“Receiver”
means any receiver, receiver and manager or administrative receiver appointed
by the Collateral Agent under this Deed;


 


“Related Rights” means, in relation to any Charged Security:


 


(a)                                  all dividends, distributions and other income paid or payable on the
relevant Charged Security or on any asset referred to in paragraph (b) of
this definition; and


 


(b)                                 all rights, monies or property accruing or offered at any time in
relation to such Charged Security whether by way of redemption, substitution,
exchange, bonus or preference, under option rights or otherwise;


 


“Revolving Facility
Agreement” means the revolving credit
facility agreement dated the same date as this Deed and made between inter
alios (1) Evolving Systems Holdings Ltd and Evolving Systems Limited and (2) CapitalSource
Finance LLC in its capacities as Agent (including Collateral Agent), Lender and
L/C Issuer;


 


“Security” means the Security Interests created by or pursuant to this Deed;


 


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“Security Assets” means all property and assets from time to time mortgaged, charged
or assigned (or expressed to be mortgaged, charged or assigned) by or pursuant
to this Deed;


 


“Security Interest” means any mortgage, pledge, lien, charge, assignment by way of
security, hypothecation, security interest, title retention, preferential right
or trust arrangement or any other security agreement or arrangement having the
effect of security;


 


“Security Period” means the period beginning on the date of this Deed and ending on
the date on which:


 


(a)                                  all the US Secured Obligations have been unconditionally and
irrevocably paid and discharged in full in cash; and


 


(b)                                 no Lender Party has any further commitment, obligation or liability
under or pursuant to the Loan Documents;


 


“Share Pledge (UK)” means the share pledge made
between (1) Evolving Systems Holdings, Inc and (2) CapitalSource
Finance LLC (as Collateral Agent) and dated on the same date as this Deed and
securing the obligations under the Revolving Facility Agreement;


 


“Term Loan Agreement” means the term loan facility agreement dated the same date as this
Deed and made between (1) Evolving Systems Inc., Telecom Software
Enterprises, LLC and the Company, (2) CapitalSource Finance LLC, in its
capacities as Agent (including Collateral Agent) and (3) the Lenders from
time to time a party thereto;


 


“UK Holdco” means Evolving Systems Holdings Limited;


 


“US Secured Obligations” means, without duplication, all Obligations and all present and
future obligations, Indebtedness and liabilities of Borrower and/or any other
Credit Party or other Person to Agent and/or the other Lender Parties at any
time and from time to time of every kind, nature and description arising under
any Loan Document, whether direct or indirect, secured or unsecured, joint
and/or several, absolute or contingent, due or to become due, matured or
unmatured, now existing or hereafter arising, contractual or tortious or
liquidated or unliquidated, including, without limitation, all interest, fees,
charges, expenses and/or amounts paid or advanced by Agent or any other Lender
Party to, on behalf of or for the benefit of any such Person for any reason at
any time, obligations of performance as well as obligations of payment, and all
interest, fees and other amounts that accrue after the commencement of any
proceeding under any Debtor Relief Law by or against any such Person or its
Properties;


 


“United States Person” means a United States person within the meaning of Section 7701(a) of
the Code.


 


1.2                               Interpretation


 


(a)                                  Unless a contrary indication appears, any reference in this Deed to:


 


(i)                                     the “Company”, the “Collateral Agent” or any other “Lender Party” shall be construed so as to
include its successors in title, permitted assigns and permitted transferees;


 


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(ii)                                  “this Deed”,
the “Term Loan Agreement”, any
other “Loan Document” or any other
agreement or instrument shall be construed as a reference to this Deed, the
Term Loan Agreement, such other Loan Document or such other agreement or
instrument as amended, supplemented, novated and/or replaced in any manner from
time to time (even if any of the same increases the obligations of the Company
or provides for further advances);


 


(iii)                               “assets” includes
any present and future properties, revenues and rights of every description and
includes uncalled capital;


 


(iv)                              an Event of Default that is “continuing”
shall be construed as meaning an Event of Default that has not been waived in
writing by the Agent nor remedied to the satisfaction of the Agent;


 


(v)                                 “including” or “includes” means including or includes
without limitation;


 


(vi)                              “US Secured Obligations” includes obligations and liabilities which would be treated as such
but for the liquidation or dissolution of or similar event affecting the
Company;


 


(vii)                           a provision of law is a reference to that provision as amended or re-enacted;
and


 


(viii)                        the singular includes the plural and vice versa.


 


(b)                                 References to clauses and the schedule are to be construed,
unless otherwise stated, as references to clauses and the schedule of this
Deed and references to this Deed include its schedule.


 


(c)                                  Clause and schedule headings are for convenience only and shall
not affect the construction of this Deed.


 


(d)                                 Each undertaking of the Company (other than a payment obligation)
contained in this Deed must be complied with at all times during the Security
Period and is given by the Company for the benefit of the Collateral Agent and
each other Lender Party.


 


(e)                                  If the Collateral Agent or the Agent reasonably considers that an
amount paid by the Company to a Lender Party under a Loan Document is capable
of being avoided or otherwise set aside on the liquidation or administration of
the Company, then that amount shall not be considered to have been irrevocably
paid for the purposes of this Deed.


 


(f)                                    The Parties intend that this document shall take effect as a deed
notwithstanding the fact that a Party may only execute this document under
hand.


 


1.3                               Trust


 


All Security Interests and dispositions made or
created and all obligations and undertakings contained in this Deed to, in
favour of or for the benefit of the Collateral Agent are made, created and
entered into in favour of the Collateral Agent as trustee for the Lender
Parties from time to time on the terms of the Term Loan Agreement.


 


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1.4                               Third party rights


 


A person who is not a Party shall have no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the
benefit of any term of this Deed and, no rights are intended to be created
under this Deed for the benefit of any third party, donee, creditor or
incidental beneficiary of the Company.


 


2.                                      COVENANT
TO PAY


 


2.1                               Covenant to pay


 


(a)                                  The Company covenants in favour of the Collateral Agent that it will
pay in cash and discharge the US Secured Obligations from time to time when
they fall due and are payable, subject to any applicable grace periods provided
for in the applicable Loan Documents.


 


(b)                                 Every payment by the Company of a US Secured Obligation which is
made to or for the benefit of a Lender Party to which that US Secured
Obligation is due and payable in accordance with the Loan Document under which
such sum is payable to that Lender Party shall operate in satisfaction to the
same extent of the covenant contained in clause 2.1(a).


 


2.2                               Default interest


 


(a)                                  Any amount which is not paid under this Deed when due shall bear
interest (both before and after judgment and payable on demand) from the due
date until the date on which such amount is unconditionally and irrevocably
paid in cash and discharged in full on a daily basis at the rate and in the
manner agreed in the Loan Document under which such amount is payable and, in
the absence of such agreement, at the Default Rate.


 


(b)                                 Default interest will accrue from day to day and will be charged in
accordance with the Term Loan Agreement.


 


3.                                      GRANT OF
SECURITY


 


3.1                               Nature of security


 


All Security Interests and dispositions created or
made by or pursuant to this Deed are created or made:


 


(a)                                  in favour of the Collateral Agent;


 


(b)                                 with full title guarantee in accordance with the Law of Property
(Miscellaneous Provisions) Act 1994 (but subject to the grant of the Security
Interests under the Share Pledge (UK)); and


 


(c)                                  as continuing security for payment of the US Secured Obligations.


 


3.2                               Charged Investments


 


The Company charges and agrees to charge all of its
present and future right, title and interest in and to the following assets
which are at any time owned by the Company, or in which it from time to time
has an interest:


 


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(a)                                  by way of first fixed charge the Charged Securities referred to in
the schedule (The  Initial Charged Securities); and


 


(b)                                 by way of first fixed charge all other Charged Securities (not
charged by clause 3.2(a)),


 


in each case, together with:


 


(c)                                  all Related Rights from time to time accruing to those Charged
Securities; and


 


(d)                                 all rights which the Company may have at any time against any
clearance or settlement system or any custodian in respect of any Charged
Investments,


 


provided that, for the avoidance of doubt, the charge
under this Deed shall not at any time apply to shares of the issued share
capital of UK Holdco, such that the Charged Securities would represent, in
aggregate more than 65% of the total issued voting share capital of UK Holdco.


 


4.                                      CONTINUING
SECURITY


 


4.1                               Continuing security


 


The Security is continuing and will extend to the
ultimate balance of the US Secured Obligations regardless of any intermediate
payment or discharge in whole or in part. 
This Deed shall remain in full force and effect as a continuing security
for the duration of the Security Period.


 


4.2                               Additional and separate security


 


This Deed is in addition to, without prejudice to, and
shall not merge with, any other right, remedy, guarantee or Security Interest
which the Collateral Agent and/or any other Lender Party may at any time hold
for any US Secured Obligation.


 


4.3                               Right to enforce


 


This Deed may be enforced against the Company without
the Collateral Agent and/or any other Lender Party first having recourse to any
other right, remedy, guarantee or Security Interest held by or available to it
or any of them.


 


5.                                      LIABILITY
OF THE COMPANY RELATING TO SECURITY ASSETS


 


Notwithstanding anything contained in this
Deed or implied to the contrary, the Company remains liable to observe and
perform all conditions and obligations assumed by it in relation to the
Security Assets.  The Collateral Agent is
under no obligation to perform or fulfil any such condition or obligation or to
make any payment in respect of such condition or obligation.


 


6.                                      REPRESENTATIONS


 


6.1                               General


 


The Company makes the representations and warranties
set out in this clause 6 to the Collateral Agent and to each other Lender
Party.


 


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6.2                               No Security Interests


 


The Security Assets are and will be duly and validly
pledged to the Collateral Agent, and the Collateral Agent has and will have a
good and valid Security Interest in the Security Assets and the proceeds
thereof, and the Security Assets are, or when acquired will be, beneficially
owned by the Company free from any Security Interest other than:


 


(a)                                  as created by this Deed;


 


(b)                                 as created pursuant to the Share Pledge (UK); and


 


(c)                                  as permitted by the Term Loan Agreement or the Revolving Facility
Agreement.


 


6.3                               No avoidance


 


This Deed creates the Security Interests which it
purports to create and is not liable to be avoided or otherwise set aside on
the liquidation or administration of the Company or otherwise.


 


6.4                               Ownership of Security Assets


 


The Company is the sole legal and beneficial owner of
all the Security Assets.


 


6.5                               No proceedings pending or threatened


 


No litigation, arbitration or administrative
proceeding has currently been started or, so far as the Company is aware,
threatened in relation to any Security Asset.


 


6.6                               Charged Securities fully paid


 


The Charged Securities are fully paid.


 


6.7                               Entire share capital


 


The Charged Securities constitute 65% of the total
issued voting share capital of UK Holdco.


 


6.8                               Time when representations made


 


(a)                                  All the representations and warranties in this clause 6 are made by
the Company on the date of this Deed and are also deemed to be made by the
Company on the date of each Utilisation Request and each Utilisation Date.


 


(b)                                 Each representation or warranty deemed to be made after the date of
this Deed shall be deemed to be made by reference to the facts and
circumstances existing at the date the representation or warranty is deemed to
be made.


 


7.                                      UNDERTAKINGS
BY THE COMPANY


 


7.1                               Restrictions on dealing


 


The Company shall not do or agree to do any of the
following without the prior written consent of the Collateral Agent:


 


(a)                                  create or permit to subsist any Security Interest on any Security
Asset (except as permitted pursuant to this Deed, pursuant to the Share Pledge
(UK) or by the Term Loan Agreement);


 


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(b)                                 sell, transfer, lease, lend or otherwise dispose of (whether by a
single transaction or a number of transactions and whether related or not) the
whole or any part of its interest in any Security Asset other than to its sole
shareholder, Evolving Systems, Inc. or


 


(c)                                  take or permit the taking of any action which may result in:


 


(i)                                     the rights attaching to any Security Asset being altered in any
respect that is adverse to the interests of the Collateral Agent or Lender; or


 


(ii)                                  further securities in any relevant company being issued or allotted,
without first granting a Lien over such shares in favour of the Collateral
Agent provided that the Company shall not at any time, be obliged to pledge
shares in UK Holdco so as to cause the Charged Securities to represent, in
aggregate greater than 65% of the total issued voting share capital of UK
Holdco.


 


7.2                               Deposit of documents of title


 


The Company shall, immediately upon execution of this
Deed (or (in relation to any Charged Security acquired after the date of this
Deed) as soon as is practicable after its acquisition of such Charged Security)
by way of security for the US Secured Obligations:


 


(a)                                  deposit with the Collateral Agent (or as the Collateral Agent may
direct (but such direction shall not be inconsistent with its direction under
the Share Pledge (UK)) all certificates and other documents of title or
evidence of ownership to the Charged Securities; and


 


(b)                                 execute and deliver to the Collateral Agent:


 


(i)                                     instruments of transfer in respect of the Charged Securities
(executed in blank and left undated); and/or


 


(ii)                                  such other documents as the Collateral Agent shall reasonably
require to enable it (or its nominees) to be registered as the owner of or
otherwise to acquire a legal title to the Charged Securities and their Related
Rights (or to pass legal title to any purchaser).


 


7.3                               Notification


 


The Company shall:


 


(a)                                  notify the Collateral Agent within 14 days of receipt of every
notice received by it in relation to the Security Assets; and


 


(b)                                 (if required by the Collateral Agent) shall immediately provide it
with a copy of that notice and either (A) comply with such notice or (B) make
such objections to it as the Collateral Agent may require or approve in its
Permitted Discretion.


 


7.4                               Calls


 


The Company shall promptly pay all calls or other
payments which may become due in respect
of the Security Assets and all other outgoings in respect of the Security Assets.


 


(a)                                  If the Company fails to make such payments, the Collateral Agent may
(without prejudice to the rights of the Collateral Agent under clause 9 (Power to remedy)) make such payments on
behalf of the Company.


 


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(b)                                 Any sums so paid by the Collateral Agent shall be repayable by the
Company to the Collateral Agent on demand together with interest at the Default
Rate (both before and after judgment) from the date on which those payments
were made by the Collateral Agent and otherwise in accordance with clause 2.2 (Default interest).


 


7.5                               Compliance with laws


 


The Company shall comply in all material respects with
all obligations in relation to the Security Assets under any present or future
law, regulation, order or instrument or under bye-laws, regulations or
requirements of any competent authority or other approvals, licences and
consents.


 


7.6                               Information


 


(a)                                  The Company shall provide the Collateral Agent with all information
which it may reasonably request in relation to the Security Assets.


 


(b)                                 Without limiting its obligations under clause 7.6(a), the Company
shall comply with all requests for information within its knowledge relating to
a Security Asset which are made under section 212 of the Companies Act
1985 or which could be made under section 212 if the relevant company were
a public limited company or under any similar provision relating to the
Security Assets and, if it fails to do so, the Collateral Agent may provide
such information as it may have on behalf of the Company.


 


7.7                               Not prejudice


 


The Company shall not do, cause or permit to be done
anything which may in any way depreciate, jeopardise or otherwise prejudice any
material portion of the Security Assets (or make any omission which has such an
effect).


 


8.                                      RIGHTS
AND OBLIGATIONS IN RESPECT OF CHARGED INVESTMENTS


 


8.1                               Before Default


 


Unless a Default occurs and is continuing, the Company
shall be entitled to:


 


(a)                                  receive and retain all dividends, distributions and other monies
paid on or derived from the Charged Securities; and


 


(b)                                 exercise all voting and other rights and powers attaching to the
Charged Securities, provided that
it must not do so in a manner which:


 


(i)                                     has the effect of changing the terms of the Charged Securities (or
any class of them) or of any Related Rights; or


 


(ii)                                  is prejudicial to the interests of the Collateral Agent and/or the
other Lender Parties under this Deed.


 


8.2                               Rights in respect of Charged Investments following an Event of
Default


 


At any time following the occurrence of an Event of
Default which has occurred and is continuing, the Collateral Agent may complete
the instrument(s) of transfer for all or any Charged Securities on behalf of
the Company in favour of itself or such other person as it may select.


 


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8.3                               Exoneration of the Collateral Agent


 


At any time when any Charged Security is registered in
the name of the Collateral Agent or its nominee, the Collateral Agent shall be
under no duty to:


 


(a)                                  ensure that any dividends, distributions or other monies payable in
respect of such Charged Security are duly and promptly paid or received by it
or its nominee; or


 


(b)                                 verify that the correct amounts are paid or received; or


 


(c)                                  take any action in connection with the taking up of any (or any
offer of any) Related Rights in respect of or in substitution for such Charged
Security,


 


unless omitting to do so would amount to a breach of
the Term Loan Agreement or gross negligence as wilful misconduct on the part of
the Collateral Agent.


 


9.                                      POWER TO
REMEDY


 


9.1                               Power to remedy


 


If at any time the Company does not comply with any of
its obligations under this Deed, the Collateral Agent (without prejudice to any
other rights arising as a consequence of such non-compliance) shall be entitled
(but not bound) to rectify that default. 
The Company irrevocably authorises the Collateral Agent and its
employees and agents by way of security to do all things which are necessary or
desirable to rectify that default.


 


9.2                               Mortgagee in possession


 


The exercise of the powers of the Collateral Agent
under this clause 9 shall not render it or any other Lender Party liable as a
mortgagee in possession.


 


9.3                               Monies expended


 


The Company shall pay to the Collateral Agent on
demand any monies which are expended by the Collateral Agent in exercising its
powers under this clause 9, together with interest at the Default Rate from the
date on which those monies were expended by the Collateral Agent (both before
and after judgment) and otherwise in accordance with clause 2.2 (Default interest).


 


10.                               WHEN
SECURITY BECOMES ENFORCEABLE


 


10.1                        When enforceable


 


This Security shall become immediately enforceable
upon the occurrence of an Event of Default and shall remain so for so long as
such Event of Default is continuing.


 


10.2                        Statutory powers


 


The power of sale and other powers conferred by section 101
of the Act (as amended or extended by this Deed) shall be immediately
exercisable upon and at any time after the occurrence of any Event of Default
and for so long as such Event of Default is continuing.


 


10.3                        Enforcement


 


After this Security has become enforceable, the
Collateral Agent may in its absolute discretion enforce all or any part of the
Security in such manner as it sees fit.


 


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11.                               ENFORCEMENT
OF SECURITY


 


11.1                        General


 


For the purposes of all powers
implied by statute, the US Secured Obligations are deemed to have become due
and payable on the date of this Deed. 
Sections 93 and 103 of the Act shall not apply to the Security.


 


11.2                        Powers of Collateral Agent


 


At any time after the Security becomes enforceable,
the Collateral Agent may without further notice (unless required by law):


 


(a)                                  (or if so requested by the Company by written notice at any time
may) appoint any person or persons to be a receiver, receiver, and manager or
administrative receiver of all or any part of the Security Assets and/or of the
income of the Security Assets; and/or


 


(b)                                 appoint or apply for the appointment of any person who is
appropriately qualified as administrator of the Company; and/or


 


(c)                                  exercise all or any of the powers conferred on mortgagees by the Act
(as amended or extended by this Deed) and/or all or any of the powers which are
conferred by this Deed on a Receiver, in each case without first appointing a
Receiver or notwithstanding the appointment of any Receiver; and/or


 


(d)                                 exercise (in the name of the Company and without any further consent
or authority of the Company) any voting rights and any powers or rights which
may be exercised by the person(s) in whose name the Security Assets are
registered or who is the holder of any of them.


 


11.3                        Redemption of prior mortgages


 


At any time after the Security has become enforceable,
the Collateral Agent may:


 


(a)                                  redeem any prior Security Interest against any Security Asset;
and/or


 


(b)                                 procure the transfer of that Security Interest to itself; and/or


 


(c)                                  settle and pass the accounts of the holder of any prior Security
Interest and any accounts so settled and passed shall be conclusive and binding
on the Company.


 


All principal, interest, costs, charges and expenses
of and incidental to any such redemption and/or transfer shall be paid by the
Company to the Collateral Agent on demand.


 


11.4                        Privileges


 


Each Receiver and the Collateral Agent is entitled to
all the rights, powers, privileges and immunities conferred by the Act on
mortgagees and receivers when such receivers have been duly appointed under the
Act, except that section 103 of the Act does not apply.


 


11.5                        No liability


 


(a)                                  Neither the Collateral Agent, any other Lender Party nor any
Receiver shall be liable (a) in respect of all or any part of the Security
Assets or (b) for any loss or damage which arises out of the exercise or
the attempted or purported exercise of, or the


 


11





















 


failure to exercise any of, its or his respective
powers (unless such loss or damage is caused by its or his gross negligence or
wilful misconduct).


 


(b)                                 Without prejudice to the generality of clause 11.5(a), neither the
Collateral Agent, any other Lender Party nor any Receiver shall be liable, by
reason of entering into possession of a Security Asset, to account as mortgagee
in possession or for any loss on realisation or for any default or omission for
which a mortgagee in possession might be liable.


 


11.6                        Protection of third parties


 


No person (including a purchaser) dealing with the
Collateral Agent or any Receiver or Delegate will be concerned to enquire:


 


(a)                                  whether the US Secured Obligations have become payable; or


 


(b)                                 whether any power which the Collateral Agent or the Receiver is
purporting to exercise has become exercisable; or


 


(c)                                  whether any money remains due under any Loan Document; or


 


(d)                                 how any money paid to the Collateral Agent or to the Receiver is to
be applied.


 


12.                               RECEIVER


 


12.1                        Removal and replacement


 


The Collateral Agent may from time to time remove any
Receiver appointed by it (subject, in the case of an administrative
receivership, to section 45 of the Insolvency Act 1986) and, whenever it
may deem appropriate, may appoint a new Receiver in the place of any Receiver
whose appointment has terminated.


 


12.2                        Multiple Receivers


 


If at any time there is more than one Receiver of all
or any part of the Security Assets and/or the income of the Security Assets,
each Receiver shall have power to act individually (unless otherwise stated in
the appointment document).


 


12.3                        Remuneration


 


Any Receiver shall be entitled to remuneration for his
services at a rate to be fixed by agreement between him and the Collateral
Agent (or, failing such agreement, to be fixed by the Collateral Agent).


 


12.4                        Payment by Receiver


 


Only monies actually paid by a Receiver to the
Collateral Agent in relation to the US Secured Obligations shall be capable of
being applied by the Collateral Agent in discharge of the US Secured
Obligations.


 


12.5                        Agent of Company


 


Any Receiver shall be the agent of the Company.  The Company shall (subject to the Companies
Act 1985 and the Insolvency Act 1986) be solely responsible for his acts and
defaults and for the payment of his remuneration.  No Lender Party shall incur any liability


 


12





















 


(either to the Company or to any other person) by
reason of the appointment of a Receiver or for any other reason.


 


13.                               POWERS
OF RECEIVER


 


13.1                        General powers


 


Any Receiver shall have:


 


(a)                                  all the powers which are conferred by the Act on mortgagees in
possession and receivers appointed under the Act;


 


(b)                                 (whether or not he is an administrative receiver) all the powers
which are listed in schedule 1 of the Insolvency Act 1986; and


 


(c)                                  all powers which are conferred by any other law conferring power on
receivers.


 


13.2                        Additional powers


 


In addition to the powers referred to in clause 13.1 (General powers), a Receiver shall have the
following powers:


 


(a)                                  to take possession of, collect and get in all or any part of the
Security Assets and/or income in respect of which he was appointed;


 


(b)                                 to manage the Security Assets as he thinks fit;


 


(c)                                  to redeem any security and to borrow or raise any money and secure
the payment of any money in priority to the US Secured Obligations for the
purpose of the exercise of his powers and/or defraying any costs or liabilities
incurred by him in such exercise;


 


(d)                                 to sell or concur in selling or otherwise disposing of all or any
part of the Security Assets in respect of which he was appointed without the
need to observe the restrictions imposed by section 103 of the Act.  The consideration for any such transaction
may consist of cash, debentures or other obligations, shares, stock or other
valuable consideration (and the amount of such consideration may be dependent
upon profit or turnover or be determined by a third party).  Any such consideration may be payable in a
lump sum or by instalments spread over such period as he thinks fit;


 


(e)                                  to carry out any sale or other disposal of all or any part of the
Security Assets by conveying, transferring, assigning or leasing the same in
the name of the Company and, for that purpose, to enter into covenants and
other contractual obligations in the name of, and so as to bind, the Company;


 


(f)                                    to take any such proceedings (in the name of the Company or
otherwise) as he shall think fit in respect of the Security Assets and/or
income in respect of which he was appointed (including proceedings for recovery
of rent or other monies in arrears at the date of his appointment);


 


(g)                                 to enter into or make any such agreement, arrangement or compromise
as he shall think fit;


 


(h)                                 to insure, and to renew any insurances in respect of, the Security
Assets as he shall think fit (or as the Collateral Agent shall direct);


 


13





















 


(i)                                     to appoint and employ such managers and officers and engage such
professional advisers as he shall think fit (including, without prejudice to
the generality of the foregoing power, to employ his partners and firm); and


 


(j)                                     to:


 


(i)                                     give valid receipts for all monies and to do all such other things
as may seem to him to be incidental or conducive to any other power vested in
him or necessary or desirable for the realisation of any Security Asset;


 


(ii)                                  exercise in relation to each Security Asset all such powers and
rights as he would be capable of exercising if he were the absolute beneficial
owner of the Security Assets; and


 


(iii)                               use the name of the Company for any of the above purposes.


 


14.                               APPLICATION
OF PROCEEDS


 


14.1                        Application


 


All monies received by the Collateral Agent or any
Receiver under or in connection with this Deed or the Security Assets after the
Security has become enforceable shall (subject to the rights and claims of any
person having a security ranking in priority to the Security) be applied in the
following order:


 


(a)                                  first, in satisfaction of, or provision for, all costs, charges and
expenses incurred and payments made by the Collateral Agent, any other Lender
Party or any Receiver and of all remuneration due to the Receiver in connection
with this Deed or the Security Assets;


 


(b)                                 secondly, in or towards the satisfaction of the remaining US Secured
Obligations; and


 


(c)                                  thirdly, in payment of any surplus to the Company or other person entitled
to it.


 


14.2                        Contingencies


 


If the Security is enforced at a time when no amounts
are due under the Loan Documents (but at a time when amounts may become so
due), the Collateral Agent or a Receiver may pay the proceeds of any recoveries
effected by it into a blocked suspense account.


 


15.                               SET-OFF


 


Upon the occurrence and during the continuance of an
Event of Default, the Collateral Agent and each other Lender Party may (but
shall not be obliged to) set off any obligation which is due and payable by the
Company under the Loan Documents and unpaid against any obligation (whether or
not matured) owed by the Collateral Agent or such other Lender Party to the
Company, regardless of the place of payment, booking branch or currency of
either obligation provided that no obligation shall be set-off that would
constitute unlawful financial assistance within the meaning of sections 151 and
152 of the Companies Act 1985 or, would at any time result in shares
representing greater than 65% of the total issued voting share capital in a
Controlled Foreign Corporation directly or indirectly securing the obligations
under the Term Loan Documents.


 


14





















 


15.1                        Currency


 


If the obligations are in different currencies, the
Collateral Agent or such other Lender Party may convert either obligation at
the Agent’s rate of exchange for that currency on the day the provision
requires the amount to be converted.


 


15.2                        Amount


 


If either obligation is unliquidated or unascertained,
the Collateral Agent or such other Lender Party may set off in an amount
estimated by it in good faith to be the amount of that obligation.


 


16.                               DELEGATION


 


Each of the Collateral Agent and any Receiver may
delegate, by power of attorney (or in any other manner) to any person, any
right, power or discretion exercisable by it under this Deed upon any terms
(including power to sub-delegate) which it may think fit.  Neither the Collateral Agent nor any Receiver
shall be in any way liable or responsible to the Company for any loss or
liability arising from any act, default, omission or misconduct on the part of
any Delegate.


 


17.                               FURTHER
ASSURANCES


 


The Company shall, at its own expense, promptly take
whatever action the Collateral Agent or a Receiver may require for:


 


(a)                                  creating, perfecting or protecting the Security Interests intended
to be created by this Deed; and


 


(b)                                 facilitating the realisation of any Security Asset or the exercise
of any right, power or discretion exercisable by the Collateral Agent or any
Receiver or Delegate in respect of any Security Asset,


 


including the execution of any transfer, conveyance,
assignment or assurance of any property whether to the Collateral Agent or to
its nominees, the giving of any notice, order or direction and the making of
any registration which, in any such case, the Collateral Agent may think expedient,
provided that the Charged Securities shall only be transferred in accordance
with clause 8.2.


 


18.                               POWER
OF ATTORNEY


 


The Company, by way of security, irrevocably and
severally appoints the Collateral Agent, each Receiver and any Delegates to be
its attorney to take any action which the Company is obliged to take under this
Deed, including under clause 17 (Further
assurances). The Company ratifies and confirms whatever any attorney
does or purports to do pursuant to its appointment under this clause.


 


19.                               PAYMENTS


 


19.1                        Payments


 


Subject to clause 19.2 (Gross-up), all payments to be made by the Company in respect
of this Deed shall be made:


 


15





















 


(a)                                  in immediately available funds to the credit of such account as the
Collateral Agent may designate; and


 


(b)                                 without (and free and clear of, and without any deduction for or on
account of):


 


(i)                                     any set-off or counterclaim; or


 


(ii)                                  except to the extent compelled by law, any deduction or withholding
for or on account of Tax.


 


19.2                        Gross-up


 


If the Company is compelled by law to make any
deduction or withholding from any sum payable under this Deed to the Collateral
Agent or any other Lender Party, the sum so payable by the Company shall be
increased so as to result in the receipt by the Collateral Agent or such other
Lender Party of a net amount equal to the full amount expressed to be payable
under this Deed.


 


20.                               STAMP
DUTY


 


The Company shall:


 


(a)                                  pay all present and future stamp, registration and similar Taxes or
charges which may be payable, or determined to be payable, in connection with
the execution, delivery, performance or enforcement of this Deed or any
judgment given in connection therewith; and


 


(b)                                 indemnify the Collateral Agent, each other Lender Party and any
Receiver on demand against any and all costs, losses or liabilities (including,
without limitation, penalties) with respect to, or resulting from, its delay or
omission to pay any such stamp, registration and similar Taxes or charges.


 


21.                               COSTS
AND EXPENSES


 


21.1                        Transaction and amendment expenses


 


The Company shall promptly on demand pay to the
Collateral Agent and each other Lender Party the amount of all reasonable
costs, charges and expenses (including, without limitation, reasonable legal fees,
valuation, accountancy and consultancy fees (and any VAT or similar Tax
thereon)) incurred by the Collateral Agent or any other Lender Party in
connection with:


 


(a)                                  the negotiation, preparation, printing, execution, registration,
perfection and completion of this Deed, the Security or any document referred
to in this Deed; or


 


(b)                                 any actual or proposed amendment or extension of, or any waiver or
consent under, this Deed.


 


21.2                        Enforcement and preservation costs


 


The Company shall promptly on demand pay to the
Collateral Agent, each other Lender Party and any Receiver the amount of all
costs, charges and expenses (including, without limitation, legal fees (and any
VAT or similar Tax thereon)) incurred by any of them in connection with the
enforcement, exercise or preservation (or the attempted enforcement, exercise
or preservation) of any of their respective rights under this Deed or any
document referred to in this Deed or the Security (including all remuneration
of the Receiver).


 


16





















 


21.3                        In house legal fees


 


In the event that the Collateral Agent or any Lender
Party (or its Affiliates) uses in-house counsel in respect of the matters
detailed in clauses 21.1 or 21.2, the Company agrees and acknowledges that its
obligation to pay the costs and expenses of the Collateral Agent or any Lender
Party (or the Affiliates thereof) shall include obligation to pay the
reasonable costs of time spent by such in-house counsel together with any
applicable taxes.


 


21.4                        Default interest


 


Any amount demanded under clause
21.1 (Transaction and amendment expenses)
or 21.2 (Enforcement and preservation costs)
shall bear interest at the Default Rate (both before and after judgment) from
the day on which those costs, charges or expenses were paid, incurred or
charged by the relevant person and otherwise in accordance with clause 2.2 (Default interest).


 


22.                               CURRENCIES


 


22.1                        Conversion


 


All monies received or held by the Collateral Agent or
any Receiver under this Deed may be converted from their existing currency into
such other currency as the Collateral Agent or the Receiver considers necessary
or desirable to cover the obligations and liabilities comprised in the US
Secured Obligations in that other currency at the Agent’s rate of exchange for
that currency on the day the provision requires the amount to be
converted.  The Company shall indemnify
the Collateral Agent against all costs, charges and expenses incurred in
relation to such conversion.  Neither the
Collateral Agent nor any Receiver shall have any liability to the Company in
respect of any loss resulting from any fluctuation in exchange rates after any
such conversion.


 


22.2                        Currency indemnity


 


No payment to the Collateral Agent (whether under any
judgment or court order or in the liquidation, administration or dissolution of
the Company or otherwise) shall discharge the obligation or liability of the
Company in respect of which it was made, unless and until the Collateral Agent
shall have received payment in full in the currency in which the obligation or
liability was incurred and, to the extent that the amount of any such payment
shall on actual conversion into such currency fall short of such obligation or
liability expressed in that currency, the Collateral Agent shall have a further
separate cause of action against the Company and shall be entitled to enforce
the Security to recover the amount of the shortfall.


 


23.                               INDEMNITY


 


The Company shall indemnify the Collateral Agent, each
other Lender Party, any Receiver and any attorney, agent or other person
appointed by the Collateral Agent under this Deed and the Collateral Agent’s
officers and employees (each an “Indemnified
Party”) on demand against any cost, loss, liability or expense
(however arising) incurred by any Indemnified Party as a result of or in
connection with:


 


(a)                                  anything done or omitted in the exercise or purported exercise of
the powers contained in this Deed;


 


(b)                                 the Security Assets or the use or holding of them by any person ; or


 


(c)                                  any breach by the Company of any of its obligations under this Deed,


 


17





















 


except to the extent a final and nonappealable order
or judgment binding on such Indemnified Party of a court of competent
jurisdiction determines the same arose out of the gross negligence or wilful
misconduct of such Indemnified Party.


 


24.                               MISCELLANEOUS


 


24.1                        Appropriation and suspense account


 


(a)                                  The Collateral Agent may apply all payments received in respect of
the US Secured Obligations in reduction of any part of the US Secured
Obligations in accordance with the Term Loan Agreement.


 


(b)                                 All monies received, recovered or realised by the Collateral Agent
under, or in connection with, this Deed may at the discretion of the Collateral
Agent be credited to a separate interest bearing suspense account for so long
as the Collateral Agent determines (with interest accruing thereon at such
rate, if any, as the Collateral Agent may determine for the account of the
Company) without the Collateral Agent having any obligation to apply such
monies and interest or any part thereof in or towards the discharge of any of
the US Secured Obligations.


 


24.2                        New accounts


 


If the Collateral Agent or any other Lender Party
receives, or is deemed to be affected by, notice, whether actual or
constructive, of any subsequent Security Interest (other than as permitted by
the Term Loan Agreement) affecting any Security Asset and/or the proceeds of
sale of any Security Asset, it may open a new account or accounts for the Company.
If it does not open a new account, it shall nevertheless be treated as if it
had done so at the time when it received or was deemed to have received such
notice. As from that time all payments made to the Collateral Agent or such
other Lender Party will be credited or be treated as having been credited to
the new account and will not operate to reduce any amount of the US Secured
Obligations.


 


24.3                        Changes to the Parties


 


(a)                                  The Company may not assign any of its rights under this Deed.


 


(b)                                 The Collateral Agent may assign or transfer all or any part of its
rights under this Deed pursuant to the resignation or removal of the Collateral
Agent in accordance with the Term Loan Agreement.  The Company shall, immediately upon being
requested to do so by the Collateral Agent, enter into such documents as may be
necessary or desirable to effect such assignment or transfer.


 


24.4                        Tacking


 


(a)                                  Each Finance Party shall perform its obligations under the Term Loan
Agreement (including any obligation to make available further advances).


 


(b)                                 This Deed secures advances already made and further advances to be
made.


 


24.5                        Amendments and waivers


 


Any provision of this Deed may be amended only if the
Collateral Agent and the Company so agree in writing and any breach of this
Deed may be waived before or after it occurs only if the Collateral Agent so
agrees in writing. A waiver given or consent granted by the Collateral


 


18





















 


Agent under this Deed will be effective only if given
in writing and then only in the instance and for the purpose for which it is
given.


 


24.6                        Calculations and certificates


 


A certificate of the Collateral Agent specifying the
amount of any US Secured Obligation due from the Company (including details of
any relevant calculation thereof) shall be prima facie evidence of such amount
against the Company in the absence of manifest error.


 


24.7                        Waiver, rights and remedies


 


No failure to exercise, nor any delay in exercising,
on the part of the Collateral Agent (or any other Lender Party), any right or
remedy under this Deed shall operate as a waiver, nor shall any single or
partial exercise of any right or remedy prevent any further or other exercise,
or the exercise of any other right or remedy. 
The rights and remedies provided are cumulative and not exclusive of any
rights or remedies provided by law.


 


25.                               NOTICES


 


25.1                        Term Loan Agreement


 


Clause 12.5 of the Term Loan Agreement (Notice) (relating to all communications to
be made under the Term Loan Agreement) is incorporated into this Deed as if
fully set out in this Deed except that references to the Term Loan Agreement
shall be construed as references to this Deed. 
The address and fax numbers of each Party for all communications or
documents given under or in connection with this Deed are those identified with
its name below or those subsequently notified from time to time by the relevant
Party for the purposes of the Term Loan Agreement to the Agent (or, in the case
of the Agent, by it to the other parties to the Term Loan Agreement).


 


25.2                        No deemed notice to Collateral Agent


 


Any notice to the Collateral Agent shall be deemed to
have been given only on actual receipt by the Collateral Agent.


 


26.                               PARTIAL
INVALIDITY


 


All the provisions of this Deed are severable and
distinct from one another and if at any time any provision is or becomes
illegal, invalid or unenforceable in any respect under any law of any
jurisdiction, neither the legality, validity or enforceability of any of the
remaining provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way be affected
or impaired.


 


27.                               RELEASE


 


27.1                        Release


 


Upon the expiry of the Security Period (but not
otherwise) the Collateral Agent and each other Lender Party shall, at the
request and cost of the Company, take whatever action is necessary to release
or re-assign (without recourse or warranty) the Security Assets from the
Security.


 


19





















 


27.2                        Reinstatement


 


Where any discharge (whether
in respect of the obligations of the Company or any security for those
obligations or otherwise) is made in whole or in part or any arrangement is
made on the faith of any payment, security or other disposition which is
avoided or must be restored on insolvency, liquidation or otherwise (without
limitation), the liability of the Company under this Deed shall continue as if
the discharge or arrangement had not occurred. 
The Collateral Agent may concede or compromise any claim that any
payment, security or other disposition is liable to avoidance or restoration.


 


28.                               COUNTERPARTS


 


This Deed may be executed in any number of
counterparts, and this has the same effect as if the signatures (and seals, if
any) on the counterparts were on a single copy of this Deed.


 


29.                               GOVERNING
LAW


 


This Deed is governed by English law.


 


30.                               ENFORCEMENT


 


30.1                        Non-exclusive Jurisdiction of English courts


 


(a)                                  The courts of England have non-exclusive jurisdiction to settle any
dispute arising out of or in connection with this Deed (including a dispute
regarding the existence, validity or termination of this Deed) (a “Dispute”).


 


(b)                                 This clause 30 is for the benefit of the Lender Parties only.  As a result, no Lender Party shall be
prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction.  To the extent allowed
by law, the Lender Parties may take concurrent proceedings in any number of
jurisdictions.


 


30.2                        Service of process


 


Without prejudice to any other mode of service allowed
under any relevant law the Company:


 


(a)                                  irrevocably appoints Evolving Systems Limited as its agent for
service of process in relation to any proceedings before the English courts in
connection with any Loan Document and Evolving Systems Limited accepts that
appointment); and


 


(b)                                 agrees that failure by a process agent to notify the Company of the
process will not invalidate the proceedings concerned.


 


If any person appointed as process agent is unable for
any reason to act as agent for service of process, the Company must immediately
(and in any event within 5 days of such event taking place) appoint another
agent on terms acceptable to the Collateral Agent.  Failing this, the Collateral Agent may
appoint another agent for this purpose.


 


The Company expressly agrees and consents to the
provisions of this clause 30 and clause 29 (Governing
law).


 


IN WITNESS of which this
Deed has been duly executed by the Company as a deed and duly executed by the
Collateral Agent and has been delivered on the date written at the beginning of
this Deed.


 


20





















 


SCHEDULE


 


The Initial Charged Securities


 


	
  Name of company in

  which shares are held

  	
   

  	
  Name of any

  nominee holder

  	
   

  	
  Class of

  shares

  held

  	
   

  	
  Number

  of shares

  held

  	
   

  	
  Number

  of shares

  pledged

  	
   

  	
  Issued

  share

  capital

  	
   

  
	
  Evolving
  Systems Holdings Ltd

  	
   

  	
  N/A

  	
   

  	
  Ordinary

  	
   

  	
  100

  	
   

  	
  65

  	
   

  	
  £

  	
  100

  	
   

  
													



 


21





















 


EXECUTION PAGE


 


	
  THE COMPANY

  
	
   

  
	
  EXECUTED as a deed (but not delivered until

  	
  )

  	
   

  
	
  the date of this Deed) by

  	
  )

  	
   

  
	
  EVOLVING SYSTEMS HOLDINGS, INC.

  	
  )

  	
   

  
	
  acting by:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
  /s/Brian R. Ervine

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Secretary

  	
  /s/Anita T.
  Moseley

  	
   

  
					



 


	
  Address:

  	
  9777 Pyramid Court

  
	
   

  	
  Suite 100

  
	
   

  	
  Englewood

  
	
   

  	
  CO 80112

  
	
   

  	
   

  
	
  Facsimile no:

  	
  (303) 802-1138

  
	
   

  	
   

  
	
  Attention:

  	
  Anita Moseley

  
	
   

  	
  Senior Vice President)

  



 


 


	
  THE COLLATERAL AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a deed by

  	
  )

  	
   

  
	
  CAPITALSOURCE FINANCE LLC

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  /s/Steven A. Museles

  	
   

  
	
  Address:

  	
  4445 Willard Avenue

  	
  Signature

  
	
   

  	
  12th Floor

  	
   

  
	
   

  	
  Chevy Chase

  	
   

  
	
   

  	
  Maryland 20815

  	
   

  
	
   

  	
   

  	
   

  
	
  Facsimile no:

  	
  (301) 841-2313

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Corporate Finance Group

  	
   

  
	
   

  	
  Portfolio Manager)

  	
   

  
						



 


22