of New
York.
"UCP": as defined in Section 2.12.
"UK Borrowers":
has the meaning specified in the preamble hereto.
"UK Foreign Currency Loans":
has the meaning specified in Section 2.15.
"UK Subsidiary Sublimit":
$25,000,000.
"United States":
the United States of America.
"Unreimbursed Amount": as defined in Section 2.11.
"Upfront Fee":
means an amount in Dollars equal to 0.20% of the Revolving
Commitment of each Lender.
"US Borrowers":
Monster Worldwide and any Domestic Wholly-Owned Subsidiary that
has executed a Borrower Supplement.
22
"Wholly Owned Subsidiary":
as to any Person, any other Person all of the
Capital Stock of which (other than directors' qualifying shares required by law)
is owned by such Person directly and/or through other Wholly Owned Subsidiaries.
1.2.
OTHER DEFINITIONAL PROVISIONS.
(A)
UNLESS
OTHERWISE SPECIFIED THEREIN, ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE
DEFINED MEANINGS WHEN USED IN THE OTHER LOAN DOCUMENTS OR ANY CERTIFICATE OR
OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO.
(B)
AS USED HEREIN AND IN THE OTHER LOAN
DOCUMENTS, AND ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT
HERETO OR THERETO, (I) ACCOUNTING TERMS RELATING TO ANY BORROWER NOT DEFINED IN
SECTION 1.1 AND ACCOUNTING TERMS PARTLY DEFINED IN SECTION 1.1, TO THE EXTENT
NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP,
(II) THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE
FOLLOWED BY THE PHRASE "WITHOUT LIMITATION", (III) THE WORD "INCUR" SHALL BE
CONSTRUED TO MEAN INCUR, CREATE, ISSUE, ASSUME, BECOME LIABLE IN RESPECT OF OR
SUFFER TO EXIST (AND THE WORDS "INCURRED" AND "INCURRENCE" SHALL HAVE
CORRELATIVE MEANINGS), (IV) THE WORDS "ASSET" AND "PROPERTY" SHALL BE CONSTRUED
TO HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL TANGIBLE AND
INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH, CAPITAL STOCK, SECURITIES,
REVENUES, ACCOUNTS, LEASEHOLD INTERESTS AND CONTRACT RIGHTS, AND (V) REFERENCES
TO AGREEMENTS OR OTHER CONTRACTUAL OBLIGATIONS SHALL, UNLESS OTHERWISE
SPECIFIED, BE DEEMED TO REFER TO SUCH AGREEMENTS OR CONTRACTUAL OBLIGATIONS AS
AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME (SUBJECT
TO ANY APPLICABLE RESTRICTIONS HEREUNDER).
(C)
THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND SECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT
UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN
SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
1.3.
CURRENCY CONVERSION.
(A)
IF MORE THAN ONE
CURRENCY OR CURRENCY UNIT ARE AT THE SAME TIME RECOGNIZED BY THE CENTRAL BANK OF
ANY COUNTRY AS THE LAWFUL CURRENCY OF THAT COUNTRY, THEN (I) ANY REFERENCE IN
THE LOAN DOCUMENTS TO, AND ANY OBLIGATIONS ARISING UNDER THE LOAN DOCUMENTS IN,
THE CURRENCY OF THAT COUNTRY SHALL BE TRANSLATED INTO OR PAID IN THE CURRENCY OR
CURRENCY UNIT OF THAT COUNTRY DESIGNATED BY THE ADMINISTRATIVE AGENT AND
(II) ANY TRANSLATION FROM ONE CURRENCY OR