LOAN DOCUMENTS TO
WHICH IT IS A PARTY ON ITS BEHALF; AND
(3) AUTHORIZING A SPECIFIED PERSON OR PERSONS, ON ITS BEHALF, TO SIGN AND/OR
DELIVER ALL DOCUMENTS AND NOTICES TO BE SIGNED AND/OR DELIVERED BY IT UNDER OR
IN CONNECTION WITH THE LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(III)
A SPECIMEN OF THE SIGNATURE OF EACH PERSON AUTHORIZED BY THE
RESOLUTION REFERRED TO IN PARAGRAPH (II) ABOVE IN RELATION TO THE LOAN DOCUMENTS
AND ANY RELATED DOCUMENTS REFERRED TO IN PARAGRAPH (II)(3) ABOVE.
(IV)
A COPY OF A RESOLUTION SIGNED BY ALL THE HOLDER OF THE ISSUED
SHARES IN EVOLVING SYSTEMS HOLDINGS LIMITED, APPROVING THE TERMS OF, AND THE
TRANSACTIONS CONTEMPLATED BY, THE LOAN DOCUMENTS TO WHICH EVOLVING SYSTEMS
HOLDINGS LIMITED IS A PARTY.
(V)
A CERTIFICATE OF THE BORROWER (SIGNED BY A DIRECTOR) CONFIRMING
THAT BORROWING OR GUARANTEEING OR SECURING, AS APPROPRIATE, THE FACILITY CAP
WOULD NOT CAUSE ANY BORROWING, GUARANTEE, SECURITY OR SIMILAR LIMIT BINDING ON
ANY CREDIT PARTY TO BE EXCEEDED.
(VI)
A CERTIFICATE OF AN AUTHORIZED SIGNATORY OF EACH OF THE BORROWER
AND THE UK GUARANTOR CERTIFYING THAT EACH COPY DOCUMENT RELATING TO IT AND
DELIVERED PURSUANT TO CLAUSES (A) (I) TO (V) ABOVE TO WHICH IT IS A PARTY IS
CORRECT, COMPLETE AND IN FULL FORCE AND EFFECT AND HAS NOT BEEN AMENDED OR
SUPERSEDED AS AT A DATE NO EARLIER THAN THE DATE OF THIS AGREEMENT.
(B)
AGENT SHALL HAVE RECEIVED (I) THE LOAN DOCUMENTS EXECUTED BY EACH
CREDIT PARTY AND THE OTHER PARTIES THERETO, (II) EXECUTED COPIES OF THE TERM
LOAN DOCUMENTS AND (III) A COMPLETED BORROWING CERTIFICATE FOR THE INITIAL
ADVANCE EXECUTED BY BORROWER;
(C)
AGENT SHALL HAVE RECEIVED EVIDENCE (I) OF REPAYMENT IN FULL AND
TERMINATION OF ALL LIABILITIES AND OBLIGATIONS OF THE CREDIT PARTIES TO THE
ROYAL BANK OF SCOTLAND PLC AND ALL RELATED DOCUMENTS, AGREEMENTS AND INSTRUMENTS
AND OF ALL LIENS, (II) OF RELEASE AND TERMINATION OF, OR AGENT'S AUTHORITY TO
RELEASE AND TERMINATE, ANY AND ALL LIENS IN, ON, AGAINST OR WITH RESPECT TO ANY
OF THE COLLATERAL, OTHER THAN PERMITTED LIENS, AND (III) THAT ALL PRIOR LOCKBOX
AND BLOCKED ACCOUNT ARRANGEMENTS ARE TERMINATED;
(D)
AGENT SHALL BE SATISFIED WITH ALL CORPORATE AND OTHER PROCEEDINGS,
DOCUMENTS, INSTRUMENTS AND OTHER LEGAL MATTERS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, THE TERM LOAN DOCUMENTS AND THE
RELATED DOCUMENTS (INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO CORPORATE
AND CAPITAL STRUCTURES OF EACH CREDIT PARTY);
(E)
AGENT SHALL HAVE RECEIVED (I) THE WRITTEN LEGAL OPINION OF COUNSEL
TO THE AGENT WITH RESPECT TO THE LOAN DOCUMENTS, AND (II) A CERTIFICATE EXECUTED
BY AN RESPONSIBLE OFFICER OF BORROWER, WHICH CONTAINS A REPRESENTATION AND
WARRANTY BY BORROWER AS OF THE CLOSING DATE THAT THE CONDITIONS CONTAINED IN
THIS AGREEMENT HAVE BEEN SATISFIED;
(F)
THE RELATED TRANSACTIONS (OTHER THAN THE TRANSFER PRICING
AGREEMENT) SHALL HAVE CLOSED IN THE MANNER CONTEMPLATED BY THE RELATED DOCUMENTS
AND AGENT SHALL HAVE RECEIVED CERTIFIED COPIES OF SUCH RELATED DOCUMENTS;
(G)
AGENT