(VALUED AT COST AND NET OF
ANY AMOUNTS WHICH, AT ANY TIME AFTER THE RESTATEMENT CLOSING DATE, ARE LOANED,
DIVIDENDED OR OTHERWISE PAID BY SUCH NON-GUARANTOR SUBSIDIARY TO ANY BORROWER OR
ANY OF THEIR CONSOLIDATED SUBSIDIARIES WITHIN ONE (1) WEEK OF SUCH INVESTMENT)
NOT TO EXCEED $15,000,000 AT ANY ONE TIME OUTSTANDING DURING THE TERM OF THIS
AGREEMENT (AND LOANS TO SUCH NON-GUARANTOR SUBSIDIARIES IN AN AGGREGATE AMOUNT
NOT TO EXCEED $50,000,000 AT ANY ONE TIME OUTSTANDING DURING THE TERM OF THIS
AGREEMENT); PROVIDED THAT, INVESTMENTS INTO A SUBSIDIARY IN CONNECTION WITH SUCH
SUBSIDIARY MAKING A PERMITTED ACQUISITION PERMITTED PURSUANT TO SECTION 8.8(H),
SHALL NOT BE SUBJECT TO THE RESTRICTIONS OF THIS SECTION 8.8(J);
(K)
IN ADDITION TO INVESTMENTS OTHERWISE
EXPRESSLY PERMITTED BY THIS SECTION, INVESTMENTS BY THE BORROWERS OR ANY OF
THEIR SUBSIDIARIES IN AN AGGREGATE AMOUNT (VALUED AT COST) NOT TO EXCEED
$25,000,000 DURING THE TERM OF THIS AGREEMENT; AND
(L)
INVESTMENTS CONSISTING OF AUCTION RATE
SECURITIES EACH HAVING A MINIMUM SHORT-TERM RATING OF "SP-1" OR "A-1" OR A
MINIMUM LONG-TERM RATING OF "AA" OR EQUIVALENT BY S&P OR A MINIMUM SHORT-TERM
RATING OF "MIG-1" OR "VMIG-1" OR "PRIME-1" OR A MINIMUM LONG-TERM RATING OF "AA"
OR EQUIVALENT BY MOODY'S.
8.9.
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY
TRANSACTION, INCLUDING ANY PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY, THE
RENDERING OF ANY SERVICE OR THE PAYMENT OF ANY MANAGEMENT, ADVISORY OR SIMILAR
FEES, WITH ANY AFFILIATE (OTHER THAN ANY BORROWER OR ANY SUBSIDIARY GUARANTOR)
UNLESS SUCH TRANSACTION IS (A) OTHERWISE PERMITTED UNDER THIS AGREEMENT, (B) IN
THE ORDINARY COURSE OF BUSINESS OF THE RELEVANT BORROWER, AND (C) UPON FAIR AND
REASONABLE TERMS NO LESS FAVORABLE TO THE RELEVANT BORROWER, THAN IT WOULD
OBTAIN IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON THAT IS NOT AN
AFFILIATE.
8.10.
SALES AND LEASEBACKS.
ENTER INTO ANY ARRANGEMENT
WITH ANY PERSON PROVIDING FOR THE LEASING BY ANY BORROWER OF REAL OR PERSONAL
PROPERTY THAT HAS BEEN OR IS TO BE SOLD OR TRANSFERRED BY SUCH BORROWER TO SUCH
PERSON OR TO ANY OTHER PERSON TO WHOM FUNDS HAVE BEEN OR ARE TO BE ADVANCED BY
SUCH PERSON ON THE SECURITY OF SUCH PROPERTY OR RENTAL OBLIGATIONS OF SUCH
BORROWER, OTHER THAN ANY SUCH ARRANGEMENT THAT (I) IF SUCH ARRANGEMENT IS A
CAPITAL LEASE OBLIGATION, IS PERMITTED PURSUANT TO SECTION 8.2(E), OR (II) THE
CONSIDERATION RECEIVED FROM SUCH ARRANGEMENT IS AT LEAST EQUAL TO THE FAIR
MARKET VALUE OF THE PROPERTY SOLD AS DETERMINED IN GOOD FAITH BY THE BORROWER'S
BOARD OF DIRECTORS.
8.11.
CHANGES IN FISCAL PERIODS.
PERMIT THE FISCAL YEAR
OF MONSTER WORLDWIDE TO END ON A DAY OTHER THAN DECEMBER 31 OR CHANGE MONSTER
WORLDWIDE'S METHOD OF DETERMINING FISCAL QUARTERS.
73
8.12.
NEGATIVE PLEDGE CLAUSES.
ENTER INTO OR SUFFER TO
EXIST OR BECOME EFFECTIVE ANY AGREEMENT THAT PROHIBITS OR LIMITS THE ABILITY OF
ANY BORROWER TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF
ITS PROPERTY OR REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO