OPTION OR SIMILAR AGREEMENT IN RESPECT THEREOF OTHER THAN PERMITTED
SECURITIES OF EVOLVING SYSTEMS;
(X)
ANY DEFAULT OR BREACH IN THE PERFORMANCE, OBSERVANCE OR
FULFILMENT OF ANY PROVISION CONTAINED IN ANY MATERIAL CONTRACT THAT WITH THE
GIVING OF NOTICE AND PASSAGE OF TIME PERMITS THE OTHER PARTY THERETO TO
TERMINATE SUCH MATERIAL CONTRACT OR OTHERWISE REDUCE OR LIMIT ANY MATERIAL
AMOUNTS OWED BY SUCH OTHER PARTY THEREUNDER;
(XI)
ANY REPRESENTATION OR WARRANTY CONTAINED IN ANY RELATED DOCUMENT
MADE BY PERSONS OTHER THAN A CREDIT PARTY, AGENT OR ANY LENDER IS NOT TRUE AND
CORRECT IN ALL MATERIAL RESPECTS TO THE KNOWLEDGE OF EACH CREDIT PARTY.
Each notice in accordance with the foregoing shall be accompanied by a written
statement by a Responsible Officer on behalf of Borrower setting forth details
of the occurrence referred to therein, and describing with particularity any and
all clauses or provisions of this Agreement and the other Loan Documents that
have been breached or violated.
(D)
OPERATING BUDGET AND PROJECTIONS.
BORROWER SHALL FURNISH TO AGENT
AND EACH LENDER ON OR PRIOR TO THE CLOSING DATE AND FOR EACH FISCAL YEAR OF
BORROWER THEREAFTER PRIOR TO THE COMMENCEMENT OF SUCH FISCAL YEAR, CONSOLIDATED
MONTH BY MONTH PROJECTED OPERATING BUDGETS, PROJECTIONS, PROFIT AND LOSS
STATEMENTS, INCOME STATEMENTS, BALANCE SHEETS AND CASH FLOW REPORTS OF AND FOR
THE CREDIT PARTIES FOR SUCH UPCOMING FISCAL YEAR (INCLUDING AN INCOME STATEMENT
FOR AND A BALANCE SHEET AS AT THE END OF EACH SUCH MONTH), AND ANNUAL
PROJECTIONS FOR THE FISCAL YEARS THEN REMAINING IN THE TERM, IN EACH CASE
PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED WITH PRIOR PERIODS
(SUBJECT TO NORMAL YEAR-END ADJUSTMENTS AND THE ABSENCE OF FOOTNOTE DISCLOSURE).
(E)
SHAREHOLDER/EQUITY HOLDER REPORTS AND GOVERNMENT FILINGS.
THE
CREDIT PARTIES SHALL FURNISH TO AGENT, WITHIN FIVE (5) BUSINESS DAYS AFTER THE
SENDING OR FILING THEREOF, COPIES, WHICH MAY BE IN ELECTRONIC FORM, OF ALL PROXY
STATEMENTS, FINANCIAL STATEMENTS
AND REPORTS WHICH ANY CREDIT PARTY HAS MADE AVAILABLE TO ITS SHAREHOLDERS OR
OTHER EQUITY OWNERS AS A CLASS OR ANY CLASS OR SERIES OF SHAREHOLDERS OR OTHER
EQUITY OWNERS AS A CLASS OR SERIES, AND COPIES OF ALL REGULAR, PERIODIC AND
SPECIAL REPORTS, FINANCIAL STATEMENTS OR REGISTRATION STATEMENTS WHICH ANY
CREDIT PARTY FILES WITH THE SECURITIES AND EXCHANGE COMMISSION, ANY STOCK
EXCHANGE OR ANY GOVERNMENTAL AUTHORITY.
(F)
GOVERNMENT FILINGS REFERENCING AGENT OR LENDERS.
A REASONABLE
TIME PRIOR TO ITS USE, DISCLOSURE OR DISTRIBUTION THEREOF, THE CREDIT PARTIES
SHALL AND SHALL CAUSE THEIR SUBSIDIARIES TO PROVIDE IN WRITING EVERY DOCUMENT TO
BE FILED PURSUANT TO STATE OR FEDERAL SECURITIES LAWS THAT CONTAIN AGENT'S OR
ANY LENDER'S NAME OR DESCRIBE OR REFER TO ANY LOAN DOCUMENT, ANY OF THE TERMS
THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.
Exhibit C-2
Collateral Reporting and Other Requirements
(A)
COLLATERAL REPORTING.
EACH CREDIT PARTY SHALL:
(i)
provide Agent with not less than thirty (30) days' prior written
notice of any change in such Credit Party's legal name, organizational
identification number, if any, federal employer