YEARS ENDING DECEMBER 31, 2004 AND DECEMBER 31, 2005, AND (II)
$75,000,000 IN THE AGGREGATE FOR EACH FISCAL YEAR THEREAFTER.
8.2.
INDEBTEDNESS.
CREATE, ISSUE, INCUR, ASSUME,
BECOME LIABLE IN RESPECT OF OR SUFFER TO EXIST ANY INDEBTEDNESS, EXCEPT:
(A)
INDEBTEDNESS OF ANY LOAN PARTY PURSUANT TO
ANY LOAN DOCUMENT;
(B)
INDEBTEDNESS (I) OF THE BORROWERS TO ANY
SUBSIDIARY, (II) OF ANY SUBSIDIARY GUARANTOR TO THE BORROWERS OR ANY OTHER
SUBSIDIARY, (III) OF ANY NON-GUARANTOR SUBSIDIARY TO ANY OTHER NON-GUARANTOR
SUBSIDIARY AND (IV) SUBJECT TO SECTION 8.8(K), OF ANY NON-GUARANTOR SUBSIDIARY
TO THE BORROWERS OR ANY SUBSIDIARY GUARANTOR;
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(C)
GUARANTEE OBLIGATIONS INCURRED IN THE
ORDINARY COURSE OF BUSINESS BY THE BORROWERS OR ANY OF THEIR SUBSIDIARIES OF
OBLIGATIONS OF THE BORROWERS, ANY SUBSIDIARY GUARANTOR AND, SUBJECT TO
SECTION 8.8(K), OF ANY NON-GUARANTOR SUBSIDIARY;
(D)
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF
AND LISTED ON SCHEDULE 8.2(D) AND ANY REFINANCINGS, REFUNDINGS, RENEWALS OR
EXTENSIONS THEREOF (WITHOUT INCREASING, OR SHORTENING THE MATURITY OF, THE
PRINCIPAL AMOUNT THEREOF);
(E)
INDEBTEDNESS (INCLUDING, WITHOUT
LIMITATION, CAPITAL LEASE OBLIGATIONS) SECURED BY LIENS PERMITTED BY
SECTION 8.3(L) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000 AT ANY
ONE TIME OUTSTANDING;
(F)
HEDGE AGREEMENTS PERMITTED BY SECTION
8.7;
(G)
INDEBTEDNESS OWING BY MONSTER WORLDWIDE
UNDER THAT CERTAIN 15,000,000 AUSTRALIAN DOLLAR GUARANTEE IN FAVOR OF AMP LIFE
LIMITED, THE LANDLORD FOR PROPERTY IN SYDNEY, AUSTRALIA LEASED BY CERTAIN OF
MONSTER WORLDWIDE'S SUBSIDIARIES AND CERTAIN SUBSIDIARIES OF HUDSON HIGHLAND
GROUP, INC. ("HHG") (COLLECTIVELY, THE "AMP-HUDSON OBLIGATIONS");
(H)
CONTINGENT CONSIDERATION INCURRED IN
CONNECTION WITH PERMITTED ACQUISITIONS;
(I)
INDEBTEDNESS CONSTITUTING PART OF
CONSIDERATION OF A PERMITTED ACQUISITION, PROVIDED THAT SUCH INDEBTEDNESS IS
UNSECURED AND NO DEFAULT OR EVENT OF DEFAULT WOULD RESULT FROM THE INCURRENCE OF
SUCH INDEBTEDNESS; AND
(J)
ADDITIONAL INDEBTEDNESS OF THE BORROWERS
OR ANY OF THE SUBSIDIARY GUARANTORS IN AN AGGREGATE PRINCIPAL AMOUNT (FOR THE
BORROWERS AND ALL SUBSIDIARY GUARANTORS) NOT TO EXCEED $25,000,000 AT ANY ONE
TIME OUTSTANDING.
8.3.
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO
EXIST ANY LIEN UPON ANY OF ITS PROPERTY, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, EXCEPT FOR:
(A)
LIENS FOR TAXES, ASSESSMENTS, GOVERNMENTAL
CHARGES OR CLAIMS NOT YET DUE OR THAT ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS, PROVIDED THAT ADEQUATE RESERVES WITH RESPECT THERETO
ARE MAINTAINED ON THE BOOKS OF THE BORROWERS OR ITS SUBSIDIARIES, AS THE CASE
MAY BE, IN CONFORMITY WITH GAAP;
(B)
CARRIERS', WAREHOUSEMEN'S, MECHANICS',
MATERIALMEN'S, REPAIRMEN'S, STATUTORY BANK LIENS, RIGHTS OF SET-OFF OR OTHER
LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS THAT ARE NOT OVERDUE FOR A
PERIOD OF MORE THAN 30 DAYS OR THAT ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS;
(C)
PLEDGES OR DEPOSITS IN CONNECTION WITH
WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY
LEGISLATION AND LETTERS OF CREDIT ISSUED IN LIEU OF SUCH DEPOSITS IN THE
ORDINARY COURSE OF BUSINESS, EXCLUDING LIENS IN FAVOR OF THE PBGC PURSUANT TO
SECTION 4068 OF ERISA;
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(D)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS,
TRADE CONTRACTS (OTHER THAN