EXISTENCE AFTER SUCH MERGER.
7.4
INDEBTEDNESS.
CREATE, INCUR, ASSUME, OR BE
LIABLE FOR ANY INDEBTEDNESS, OR PERMIT ANY SUBSIDIARY TO DO SO, OTHER THAN
PERMITTED INDEBTEDNESS.
7.5
ENCUMBRANCE.
CREATE, INCUR, OR ALLOW ANY LIEN
ON ANY OF
ITS PROPERTY, OR ASSIGN OR CONVEY ANY RIGHT TO RECEIVE INCOME,
INCLUDING THE SALE OF ANY ACCOUNTS, OR PERMIT ANY OF ITS SUBSIDIARIES TO DO SO,
EXCEPT FOR PERMITTED LIENS, PERMIT ANY COLLATERAL NOT TO BE SUBJECT TO THE FIRST
PRIORITY SECURITY INTEREST GRANTED HEREIN, OR ENTER INTO ANY AGREEMENT,
DOCUMENT, INSTRUMENT OR OTHER ARRANGEMENT (EXCEPT WITH OR IN FAVOR OF BANK) WITH
ANY PERSON WHICH DIRECTLY OR INDIRECTLY PROHIBITS OR HAS THE EFFECT OF
PROHIBITING BORROWER OR ANY SUBSIDIARY FROM ASSIGNING, MORTGAGING, PLEDGING,
GRANTING A SECURITY INTEREST IN OR UPON, OR ENCUMBERING ANY OF BORROWER'S OR ANY
SUBSIDIARY'S MATERIAL INTELLECTUAL PROPERTY, EXCEPT AS IS OTHERWISE PERMITTED IN
SECTION 7.1 HEREOF AND THE DEFINITION OF "PERMITTED LIEN" HEREIN.
7.6
MAINTENANCE OF COLLATERAL ACCOUNTS.
MAINTAIN
ANY COLLATERAL ACCOUNT EXCEPT PURSUANT TO THE TERMS OF SECTION 6.8.(B) HEREOF.
7.7
INVESTMENTS; DISTRIBUTIONS.
(A) DIRECTLY OR
INDIRECTLY MAKE ANY INVESTMENT OTHER THAN PERMITTED INVESTMENTS, OR PERMIT ANY
OF ITS SUBSIDIARIES TO DO SO; OR (B) PAY ANY DIVIDENDS OR MAKE ANY DISTRIBUTION
OR PAYMENT OR REDEEM, RETIRE OR PURCHASE ANY CAPITAL STOCK PROVIDED THAT
(I) BORROWER MAY CONVERT ANY OF ITS CONVERTIBLE SECURITIES INTO OTHER SECURITIES
PURSUANT TO THE TERMS OF SUCH CONVERTIBLE SECURITIES OR OTHERWISE IN EXCHANGE
THEREOF, (II) BORROWER MAY PAY DIVIDENDS SOLELY IN COMMON STOCK; (III) BORROWER
MAY REPURCHASE THE STOCK OF FORMER EMPLOYEES OR CONSULTANTS PURSUANT TO STOCK
REPURCHASE AGREEMENTS SO LONG AS AN EVENT OF DEFAULT DOES NOT EXIST AT THE TIME
OF SUCH REPURCHASE AND WOULD NOT EXIST AFTER GIVING EFFECT TO SUCH REPURCHASE,
PROVIDED SUCH REPURCHASE DOES NOT EXCEED IN THE AGGREGATE OF $50,000 PER FISCAL
YEAR, SO LONG AS (A) BORROWER PROVIDES BANK WITH WRITTEN NOTICE OF THE MATERIAL
TERMS THEREOF AND EVIDENCE SATISFACTORY TO BANK THAT BORROWER HAS OBTAINED THE
NECESSARY CONSENTS AND APPROVALS THERETO, INCLUDING, WITHOUT LIMITATION, THOSE
OF BORROWER'S BOARD OF DIRECTORS, AND (B) AN EVENT OF DEFAULT DOES NOT EXIST AT
THE TIME OF SUCH TRANSACTION OR WOULD NOT EXIST AFTER GIVING EFFECT THERETO; AND
(IV) A CASH DIVIDEND MAY BE PAID TO THE SHAREHOLDERS OF THE BORROWER AS
CONTEMPLATED BY THE TRANSACTION IN WHICH, AMONG OTHER THINGS, KPN, B.V. ACQUIRES
51% OF THE EQUITY OF THE BORROWER.
7.8
TRANSACTIONS WITH AFFILIATES.
DIRECTLY OR
INDIRECTLY ENTER INTO OR PERMIT TO EXIST ANY MATERIAL TRANSACTION WITH ANY
AFFILIATE OF BORROWER, EXCEPT FOR TRANSACTIONS THAT ARE IN THE ORDINARY COURSE
OF BORROWER'S BUSINESS, UPON FAIR AND REASONABLE TERMS THAT ARE NO LESS
FAVORABLE TO BORROWER THAN WOULD BE OBTAINED IN AN ARM'S LENGTH TRANSACTION WITH
A NON-AFFILIATED PERSON.
7.9
COMPLIANCE.
BECOME AN "INVESTMENT COMPANY" OR
A COMPANY CONTROLLED BY AN "INVESTMENT COMPANY", UNDER THE INVESTMENT COMPANY
ACT OF 1940 OR UNDERTAKE AS ONE OF ITS IMPORTANT ACTIVITIES EXTENDING CREDIT TO
PURCHASE OR CARRY MARGIN STOCK (AS DEFINED