ANY LENDER OF ANY SUCH CREDIT PARTY (AS A LENDER AND NOT IN ANY OTHER
CAPACITY), TOGETHER WITH COPIES THEREOF, AS APPLICABLE INCLUDING IN CONNECTION
WITH THE SUBORDINATED LOAN DOCUMENT.
(VI)
(A) THE RECEIPT OF ANY NOTICE OR REQUEST FROM
ANY GOVERNMENTAL AUTHORITY REGARDING ANY LIABILITY OR CLAIM OF LIABILITY IN THE
AMOUNT EQUAL TO OR EXCEEDING $100,000 INDIVIDUALLY OR $150,000 IN THE AGGREGATE
OR (B) ANY ACTION TAKEN OR THREATENED TO BE TAKEN BY ANY GOVERNMENTAL AUTHORITY
(OR ANY NOTICE OF ANY OF THE FOREGOING) WITH RESPECT TO ANY CREDIT PARTY WHICH
WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(VII)
RECEIPT OR GIVING OF ANY NOTICE BY ANY CREDIT
PARTY REGARDING TERMINATION OF ANY LEASE OF REAL PROPERTY (OTHER THAN BY
EXPIRATION OF THE TERM) OR ANY SENIOR OFFICER OR EXECUTIVE, OR THE LOSS,
TERMINATION OR NOTICE OF NON-RENEWAL (OTHER THAN BY EXPIRATION OF THE TERM) OF
ANY MATERIAL CONTRACT TO WHICH ANY CREDIT PARTY IS A PARTY OR BY WHICH ITS
PROPERTIES OR ASSETS ARE SUBJECT OR BOUND;
(VIII)
THE FILING, RECORDING OR ASSESSMENT OF ANY
FEDERAL, STATE, LOCAL OR FOREIGN TAX LIEN AGAINST ANY COLLATERAL OR ANY CREDIT
PARTY;
(IX)
THE CREATION, ESTABLISHMENT OR ACQUISITION
OF ANY SUBSIDIARY OR THE ISSUANCE BY BORROWER OF ANY CAPITAL STOCK OR OTHER
EQUITY SECURITY OR WARRANT, OPTION OR SIMILAR AGREEMENT IN RESPECT THEREOF OTHER
THAN PERMITTED SECURITIES OF EVOLVING SYSTEMS; OR
(X)
ANY DEFAULT OR BREACH IN THE PERFORMANCE,
OBSERVANCE OR FULFILLMENT 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.
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,