EVENT OR CONDITION, TOGETHER WITH ALL
OTHER SUCH EVENTS OR CONDITIONS, IF ANY, COULD, IN THE REASONABLE JUDGMENT OF
THE REQUIRED LENDERS, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
OR
(H)
ONE OR MORE JUDGMENTS OR DECREES SHALL BE
ENTERED AGAINST ANY LOAN PARTY INVOLVING IN THE AGGREGATE A LIABILITY (NOT PAID
OR FULLY COVERED BY INSURANCE (SUBJECT TO APPLICABLE DEDUCTIBLES) AS TO WHICH
THE RELEVANT INSURANCE COMPANY HAS ACKNOWLEDGED COVERAGE) OF $5,000,000 OR MORE,
AND ALL SUCH JUDGMENTS OR DECREES SHALL NOT HAVE BEEN VACATED, DISCHARGED,
STAYED OR BONDED PENDING APPEAL WITHIN 30 DAYS FROM THE ENTRY THEREOF; OR
(I)
ANY OF THE SECURITY DOCUMENTS SHALL
CEASE, FOR ANY REASON, TO BE IN FULL FORCE AND EFFECT, OR ANY LOAN PARTY OR ANY
AFFILIATE OF ANY LOAN PARTY SHALL SO ASSERT, OR ANY LIEN CREATED BY ANY OF THE
SECURITY DOCUMENTS SHALL CEASE TO BE ENFORCEABLE AND OF THE SAME EFFECT AND
PRIORITY PURPORTED TO BE CREATED THEREBY; OR
(J)
THE GUARANTEE CONTAINED IN SECTION 2 OF
THE GUARANTEE AND COLLATERAL AGREEMENT SHALL CEASE, FOR ANY REASON, TO BE IN
FULL FORCE AND EFFECT OR ANY LOAN PARTY OR ANY AFFILIATE OF ANY LOAN PARTY SHALL
SO ASSERT; OR
(K)
(I) ANY "PERSON" OR "GROUP" (AS SUCH TERMS
ARE USED IN SECTIONS 13(D) AND 14(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT")) SHALL BECOME, OR OBTAIN RIGHTS (WHETHER BY MEANS
OR WARRANTS, OPTIONS OR OTHERWISE) TO BECOME, THE "BENEFICIAL OWNER" (AS DEFINED
IN RULES 13(D)-3 AND 13(D)-5 UNDER THE EXCHANGE ACT), DIRECTLY OR INDIRECTLY, OF
SECURITIES OF MONSTER WORLDWIDE REPRESENTING 35% OR MORE OF THE COMBINED VOTING
POWER OF
76
MONSTER WORLDWIDE'S THEN-OUTSTANDING VOTING SECURITIES; PROVIDED, HOWEVER, THAT
ANDREW J. MCKELVEY'S DIRECT OR INDIRECT BENEFICIAL OWNERSHIP OF SECURITIES
REPRESENTING 35% OR MORE OF SUCH COMBINED VOTING POWER, AT ANY TIME, SHALL NOT
CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT HEREUNDER; OR (II) THE BOARD OF
DIRECTORS OF MONSTER WORLDWIDE SHALL CEASE TO CONSIST OF A MAJORITY OF
CONTINUING DIRECTORS;
then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrowers,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken:
(i) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrowers
declare the Revolving Commitments to be terminated forthwith, whereupon the
Revolving Commitments shall immediately terminate; and (ii) with the consent of
the Required