TO,
AND AFTER GIVING EFFECT TO SUCH REPURCHASE, NO DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED OR IS CONTINUING AND (2) THE AGGREGATE AMOUNT OF CASH EXPENDED BY
MONSTER WORLDWIDE PURSUANT TO THIS CLAUSE (Y) DOES NOT EXCEED $25,000,000 IN ANY
FISCAL YEAR OF MONSTER WORLDWIDE.
8.7.
HEDGE AGREEMENTS.
ENTER INTO ANY HEDGE
AGREEMENT, EXCEPT (A) HEDGE AGREEMENTS ENTERED INTO BY THE BORROWERS TO HEDGE OR
MITIGATE RISKS TO WHICH THE BORROWERS OR ANY SUBSIDIARY HAS ACTUAL EXPOSURE
(OTHER THAN THOSE IN RESPECT OF CAPITAL STOCK OF ANY LOAN PARTY) AND (B) HEDGE
AGREEMENTS ENTERED INTO IN ORDER TO EFFECTIVELY CAP, COLLAR OR EXCHANGE INTEREST
OR CURRENCY RATES (FROM FIXED TO FLOATING RATES, FROM ONE FLOATING RATE TO
ANOTHER FLOATING RATE OR OTHERWISE) WITH RESPECT TO ANY INTEREST-BEARING
LIABILITY OR INVESTMENT OF THE BORROWERS OR ANY SUBSIDIARY.
8.8.
INVESTMENTS.
MAKE ANY ADVANCE, LOAN,
EXTENSION OF CREDIT (BY WAY OF GUARANTY OR OTHERWISE) OR CAPITAL CONTRIBUTION
TO, OR PURCHASE ANY CAPITAL STOCK, BONDS, NOTES, DEBENTURES OR OTHER DEBT
SECURITIES OF, OR ANY ASSETS CONSTITUTING A BUSINESS UNIT OF, OR MAKE ANY OTHER
INVESTMENT IN, ANY PERSON (ALL OF THE FOREGOING, "INVESTMENTS"), EXCEPT:
(A)
EXTENSIONS OF TRADE CREDIT IN THE ORDINARY
COURSE OF BUSINESS;
(B)
INVESTMENTS IN CASH EQUIVALENTS;
(C)
GUARANTEE OBLIGATIONS PERMITTED BY
SECTION 8.2;
(D)
LOANS AND ADVANCES TO EMPLOYEES OF ANY
BORROWER IN THE ORDINARY COURSE OF BUSINESS (INCLUDING FOR TRAVEL, ENTERTAINMENT
AND RELOCATION EXPENSES) IN AN AGGREGATE AMOUNT FOR ALL BORROWERS NOT TO EXCEED
$1,000,000 AT ANY ONE TIME OUTSTANDING;
(E)
INVESTMENTS OUTSTANDING ON THE DATE HEREOF
AND LISTED ON SCHEDULE 8.8(E);
(F)
INVESTMENTS CONSISTING OF NON-CASH
CONSIDERATION RECEIVED BY THE BORROWERS AND ITS SUBSIDIARIES IN CONNECTION WITH
ANY DISPOSITION OF ASSETS PERMITTED UNDER SECTION 8.5(E);
(G)
INTERCOMPANY INVESTMENTS BY ANY BORROWER OR
SUBSIDIARY IN ANOTHER BORROWER OR ANY PERSON THAT, IMMEDIATELY GIVING EFFECT TO
SUCH INVESTMENT, IS A SUBSIDIARY GUARANTOR;
(H)
SUBJECT TO SECTION 8.8(J), INVESTMENTS
CONSISTING OF ACQUISITIONS OF CAPITAL STOCK OR ASSETS PURSUANT TO A PERMITTED
ACQUISITION, PROVIDED THAT, THE AGGREGATE AMOUNT OF CASH CONSIDERATION
(INCLUDING ANY DEBT THAT IS ASSUMED BY THE BORROWERS IN A PERMITTED ACQUISITION
THAT IS DUE AND PAYABLE IMMEDIATELY UPON THE CONSUMMATION OF SUCH PERMITTED
ACQUISITION, LESS ANY CASH ACQUIRED IN SUCH TRANSACTION) PAID ON OR FOLLOWING
THE RESTATEMENT CLOSING DATE FOR ALL SUCH ACQUISITIONS SHALL NOT EXCEED (I) A
MAXIMUM OF $100,000,000 PER SINGLE TRANSACTION; AND (II) A MAXIMUM OF
$500,000,000 FOR THE LIFE OF THE FACILITY;
72
(I)
MINORITY INVESTMENTS IN THE SECURITIES
OF ANY TRADE CREDITOR, WHOLESALER, SUPPLIER OR CUSTOMER RECEIVED PURSUANT TO ANY
PLAN OF REORGANIZATION OR SIMILAR ARRANGEMENT OF SUCH TRADE CREDITOR,
WHOLESALER, SUPPLIER OR CUSTOMER, AS APPLICABLE;
(J)
INTERCOMPANY INVESTMENTS BY THE
BORROWERS OR ANY OF THEIR CONSOLIDATED SUBSIDIARIES IN ANY PERSON, THAT, AFTER
SUCH INVESTMENT, IS A NON-GUARANTOR SUBSIDIARY (INCLUDING, WITHOUT LIMITATION,
GUARANTEE OBLIGATIONS WITH RESPECT TO OBLIGATIONS OF ANY SUCH NON-GUARANTOR
SUBSIDIARY AND INVESTMENTS RESULTING FROM MERGERS AND SALES OF ASSETS TO ANY
SUCH NON-GUARANTOR SUBSIDIARY) IN AN AGGREGATE AMOUNT