ENGLAND IN RELATION TO THIS
AGREEMENT AND THE SECURITY DOCUMENTS GOVERNED BY ENGLISH LAW WILL BE RECOGNIZED
AND ENFORCED IN THE RELEVANT JURISDICTIONS.
5.19
CENTRE OF MAIN INTERESTS AND ESTABLISHMENTS
For the purposes of The Council of the European Union Regulation No. 1346/2000
on Insolvency Proceedings (the "Regulation"), the centre of main interest (as
that term is used in Article 3(1) of the Regulation) for the Borrower and UK
Guarantor is situated in England and Wales and other than in relation to
Evolving Systems Ltd's branch office in Malaysia, has no "establishment" (as
that term is used in Article 2(h) of the Regulations) in any other jurisdiction.
5.20
INCORPORATION OF CERTAIN REPRESENTATIONS AND WARRANTIES
Each of the representations and warranties contained in the Related Documents
and, at the Closing Date, the Term Loan Documents made by any Credit Party is
true and correct in all material respects (except to the extent already
qualified by materiality, in which case it shall have been true and correct in
all respects and shall not have been false or, misleading in any respect taken
as a whole and in light of the circumstances under which it was made or
furnished) and to the knowledge of each Credit Party as of the Closing Date,
each of the representations and warranties contained in the Related Documents
made by Persons other than a Credit Party Agent or any Lender is true and
correct in all material respects.
5.21
SURVIVAL
Each Credit Party agrees that the representations and warranties contained in
the Loan Documents are made with the knowledge and intention that Agent and
Lenders are relying and will rely thereon.
All such representations and
warranties will survive the execution and delivery of this Agreement, the
Closing and the making of any and all Advances and/or the funding of the Term
Loan.
VI.
AFFIRMATIVE COVENANTS
Each Credit Party, jointly and severally, covenants and agrees that, until the
full performance and satisfaction, and indefeasible payment in full in cash, of
all the Obligations (other than contingent indemnification Obligations to the
extent no claim giving rise thereto has been asserted) and the termination of
the Commitments:
21
6.1
REPORTING, COLLATERAL AND OTHER INFORMATION
(A)
REPORTING.
THE CREDIT PARTIES SHALL MAINTAIN AND SHALL CAUSE EACH
OF THEIR SUBSIDIARIES TO MAINTAIN A SYSTEM OF ACCOUNTING ESTABLISHED AND
ADMINISTERED IN ACCORDANCE WITH SOUND BUSINESS PRACTICES TO PERMIT THE
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP (PROVIDED THAT
INTERIM FINANCIAL STATEMENTS SHALL NOT BE REQUIRED TO HAVE FOOTNOTE DISCLOSURE
AND MAY BE SUBJECT TO NORMAL YEAR-END ADJUSTMENTS).
(B)
THE CREDIT PARTIES SHALL FURNISH TO AGENT AND EACH LENDER, AT THE
TIMES, FOR THE PERIODS AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF EXHIBIT C
ATTACHED HERETO, ALL STATEMENTS (FINANCIAL OR OTHERWISE), BUDGETS, PROJECTIONS,
REPORTS, LISTINGS, CALCULATIONS, CERTIFICATES, NOTICES AND OTHER MATERIALS
DESCRIBED ON SUCH EXHIBIT C-1.
(C)
COLLATERAL DELIVERABLES; RELATED ACTIONS.
EACH CREDIT PARTY
SHALL, AND SHALL CAUSE EACH OTHER CREDIT PARTY TO COMPLY WITH EACH OF THE
AGREEMENTS, COVENANTS AND UNDERTAKINGS