INDIA PVT LTD.
ALL SUCH FINANCIAL STATEMENTS SHALL BE PREPARED IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED WITH PRIOR PERIODS (SUBJECT, AS TO INTERIM STATEMENTS, TO
NORMAL YEAR-END ADJUSTMENTS AND THE ABSENCE OF FOOTNOTE DISCLOSURE).
WITH EACH
DELIVERY OF MONTHLY AND ANNUAL FINANCIAL STATEMENTS, BORROWER ALSO SHALL DELIVER
TO AGENT AND EACH LENDER A COMPLETED COMPLIANCE CERTIFICATE CERTIFIED ON BEHALF
OF BORROWER BY A RESPONSIBLE OFFICER.
EACH MONTH (OR MORE FREQUENTLY UPON THE REQUEST OF AGENT) AND EACH TIME A
REQUEST FOR AN ADVANCE IS MADE, BORROWER SHALL DELIVER TO AGENT AND EACH LENDER
A BORROWING BASE CERTIFICATE ACCOMPANIED BY A SEPARATE DETAILED AGING AND
CATEGORIZATION OF BORROWER'S ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE AND SUCH
OTHER SUPPORTING DOCUMENTATION WITH RESPECT TO THE FIGURES AND INFORMATION IN
THE BORROWING BASE CERTIFICATE AS AGENT SHALL REQUEST IN ITS PERMITTED
DISCRETION.
(B)
OTHER MATERIALS.
THE CREDIT PARTIES SHALL FURNISH TO AGENT AND
LENDERS:
(I)
CONCURRENTLY WITH THE DELIVERY OF ANNUAL AND QUARTERLY FINANCIAL
STATEMENTS PURSUANT TO CLAUSES (A)(I) AND (A)(II) ABOVE:
(1) A REPORT LISTING ANY AND ALL NEW CONTRACTS ENTERED INTO BY ANY CREDIT PARTY
DURING THE PRECEDING FISCAL YEAR OR QUARTER THAT ARE MATERIAL TO ITS BUSINESS.
IF THE BOARD OF DIRECTORS OF EVOLVING SYSTEMS RECEIVES SUCH A REPORT THEN THE
REPORT DELIVERED UNDER THIS SUBSECTION MAY TAKE THE SAME FORM AND SUBSTANCE;
(2) AN OPERATING REPORT FOR EVOLVING SYSTEMS AND ITS CONSOLIDATED SUBSIDIARIES
WHICH INCLUDES A DETAILED COMPARISON OF THE ACTUAL YEAR-TO-DATE OPERATING
RESULTS AGAINST (A) THE PROJECTED OPERATING BUDGET DELIVERED HEREUNDER FOR THE
CURRENT OR PRIOR FISCAL YEAR AND (B) THE ACTUAL OPERATING RESULTS FOR THE SAME
PERIOD DURING THE PRIOR FISCAL YEAR, IN EACH CASE INCLUSIVE OF PROFIT AND LOSS
STATEMENTS;
(3) A REPORT SPECIFYING ALL UNPAID AMOUNTS, FEES, PAYABLES AND BALANCES OWING TO
ANY GOVERNMENTAL AUTHORITY (OTHER THAN FOR TAXES) AS OF THE LAST DAY OF SUCH
ENDED FISCAL YEAR OR QUARTER, IF ANY; AND
(4) A MANAGEMENT REPORT, IN REASONABLE DETAIL, SIGNED BY A RESPONSIBLE OFFICER
OF BORROWER, DESCRIBING THE OPERATIONS AND FINANCIAL CONDITION OF THE CREDIT
PARTIES FOR THE QUARTER AND PORTION OF THE FISCAL YEAR THEN ENDED (OR FOR THE
FISCAL YEAR THEN ENDED IN THE CASE OF ANNUAL FINANCIAL STATEMENTS), WHICH MAY BE
SATISFIED BY DELIVERY OF QUARTERLY AND ANNUAL REPORTS FILED WITH SEC; AND
(II)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN TEN (10) CALENDAR
DAYS AFTER THE PREPARATION, RECEIPT OR ISSUANCE THEREOF OR REQUEST BY AGENT OR
ANY LENDER THEREFOR, AS APPLICABLE:
(1) COPIES OF ANY FINAL REPORTS SUBMITTED TO THE CREDIT PARTIES BY THEIR
INDEPENDENT ACCOUNTANTS IN CONNECTION WITH ANY INTERIM AUDIT OF THE BOOKS OF THE
CREDIT PARTIES OR THEIR SUBSIDIARIES AND COPIES OF EACH MANAGEMENT CONTROL
LETTER PROVIDED BY SUCH INDEPENDENT ACCOUNTANTS; AND
(2) SUCH ADDITIONAL INFORMATION, DOCUMENTS, STATEMENTS, REPORTS AND OTHER
MATERIALS AS AGENT OR ANY LENDER MAY REQUEST FROM TIME TO TIME IN ITS PERMITTED
DISCRETION.
(C)
NOTICES.
THE CREDIT PARTIES SHALL PROMPTLY, AND IN ANY EVENT
WITHIN FIVE (5) BUSINESS DAYS AFTER ANY