expiration of the insurance. The
costs of the insurance shall be added to the Obligations and payable on demand.
The costs incurred by Agent of the insurance may be more than the costs of
insurance Evolving Systems may be able to obtain on its own.
6.5
INSPECTION MANAGEMENT MEETINGS
(A)
EACH CREDIT PARTY SHALL PERMIT THE REPRESENTATIVES OF AGENT FROM
TIME TO TIME DURING NORMAL BUSINESS HOURS UPON REASONABLE NOTICE TO (I) VISIT
AND INSPECT ANY OF SUCH CREDIT PARTY'S AND THE SUBSIDIARIES OF SUCH CREDIT
PARTIES' OFFICES OR PROPERTIES OR ANY OTHER PLACE WHERE COLLATERAL IS LOCATED TO
INSPECT THE COLLATERAL AND/OR TO EXAMINE AND/OR AUDIT ALL OF SUCH CREDIT PARTY'S
BOOKS OF ACCOUNT, RECORDS, REPORTS AND OTHER PAPERS, (II) MAKE COPIES AND
EXTRACTS THEREFROM AND (III) DISCUSS SUCH CREDIT PARTY'S BUSINESS, OPERATIONS,
PROSPECTS, PROPERTIES, ASSETS, LIABILITIES, CONDITION AND/OR ACCOUNTS WITH ITS
OFFICERS AND, SO LONG AS OFFICERS AND EMPLOYEES OF THE CREDIT PARTY OR SUCH
SUBSIDIARY ARE ENTITLED TO BE PRESENT, INDEPENDENT PUBLIC ACCOUNTANTS (AND BY
THIS PROVISION SUCH OFFICERS AND ACCOUNTANTS ARE AUTHORIZED TO DISCUSS THE
FOREGOING); PROVIDED, HOWEVER, THAT (X) THE CREDIT PARTIES SHALL NOT BE
OBLIGATED TO REIMBURSE AGENT FOR MORE THAN AN AGGREGATE OF TWO (2) VISITS,
INSPECTIONS, EXAMINATIONS AND/OR AUDITS UNDER THIS SECTION 6.5(A) AND PURSUANT
TO THE TERM LOAN AGREEMENT (WHETHER ANY SUCH VISIT, INSPECTION, EXAMINATION OR
AUDIT INCLUDES OR COVERS SOME OR ALL OF THE "CREDIT PARTIES" AND THEIR
RESPECTIVE "SUBSIDIARIES" UNDER AND AS DEFINED IN THIS AGREEMENT AND THE TERM
LOAN AGREEMENT) DURING ANY FISCAL YEAR IN WHICH NO EVENT OF DEFAULT EXISTS, OF
WHICH ONE (1) VISIT, INSPECTION, EXAMINATION AND/OR AUDIT IN WHICH EMPLOYEES AND
AGENTS OF AGENT LOCATED WITHIN NORTH AMERICA TRAVEL OUTSIDE NORTH AMERICA WHICH
VISITS SHALL, TO THE EXTENT PRACTICABLE AND APPROPRIATE IN THE PERMITTED
DISCRETION OF THE AGENT, BE COORDINATED TO OCCUR AT THE SAME TIME AS THE
SEMI-ANNUAL MEETINGS PROVIDED FOR IN CLAUSE (B) BELOW (IT BEING AGREED AND
UNDERSTOOD THAT THE BORROWER SHALL BE OBLIGATED TO REIMBURSE AGENT FOR ALL SUCH
VISITS, INSPECTIONS, EXAMINATIONS AND AUDITS CONDUCTED WHILE ANY EVENT OF
DEFAULT EXISTS), AND (Y) NO NOTICE SHALL BE REQUIRED TO DO ANY OF THE FOREGOING
IF ANY EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(B)
THE CREDIT PARTIES SHALL CAUSE THEIR SENIOR MANAGEMENT TO HOLD
MEETINGS WITH AGENT IN PERSON, ON A SEMI-ANNUAL BASIS OR MORE FREQUENTLY IN THE
PERMITTED DISCRETION OF THE AGENT, TO DISCUSS THE FINANCIAL PERFORMANCE AND
PROJECTIONS OF EVOLVING SYSTEMS AND ITS SUBSIDIARIES.
THE FORMAT AND CONTENT OF
THE MEETINGS SHALL BE SUBSTANTIALLY SIMILAR TO DISCUSSION OF SUCH MATTERS IN
MEETINGS OF THE BOARD OF DIRECTORS OF EVOLVING SYSTEMS.
CREDIT PARTIES' SHALL
REIMBURSE AGENT FOR ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION
WITH ATTENDANCE AT SUCH MEETINGS.
(C)
AGENT AND SUCH REPRESENTATIVES SHALL MAINTAIN THE CONFIDENTIALITY
OF ALL NON-PUBLIC INFORMATION (WHETHER WRITTEN OR VERBAL AND WHETHER
SPECIFICALLY IDENTIFIED AS "CONFIDENTIAL") OBTAINED DURING SUCH VISITS,
INSPECTIONS, EXAMINATIONS, AUDITS OR MEETINGS IN ACCORDANCE WITH SECTION 12.12.
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6.6