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 REVOLVING 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 REVOLVING 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 THE 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 12.10.
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6.6
USE OF PROCEEDS
Borrower shall use the proceeds from the Loan solely for the following
purposes:
(i) to refinance a portion of the existing indebtedness on the
Closing Date that was used to pay costs incurred in purchasing Tertio Telecoms
Limited, a seller of operational support systems and for payment of other costs
and expenses incurred in connection with the negotiation and consummation of the
transactions provided for in this Agreement and the other Loan Documents; and
(ii) in compliance with applicable law and not in violation of this Agreement.
6.7
FURTHER ASSURANCES; POST CLOSING DELIVERIES
(A)
EXCEPT AS AUTHORIZED BY AGENT IN ITS PERMITTED DISCRETION, EACH
CREDIT PARTY SHALL, AND SHALL CAUSE EACH CREDIT PARTY TO, WITHIN FIVE
(5) BUSINESS DAYS AFTER DEMAND BY AGENT OR REQUISITE LENDERS, TAKE SUCH FURTHER
ACTIONS, OBTAIN SUCH CONSENTS AND APPROVALS AND DULY EXECUTE AND DELIVER SUCH
FURTHER AGREEMENTS, ASSIGNMENTS, INSTRUCTIONS OR DOCUMENTS AS MAY BE REQUESTED
IN THEIR PERMITTED DISCRETION