NO SUBSIDIARY GUARANTOR SHALL
ENTER INTO OR SUFFER TO EXIST TO BECOME EFFECTIVE ANY AGREEMENT OR DOCUMENT TO
GRANT, BARGAIN, PLEDGE, CONVEY, SELL, MORTGAGE, ENCUMBER, OR GRANT ANY INTEREST
IN OR ALLOW FOR THE CREATION OF ANY LIEN, ENCUMBRANCE, OR INTEREST (OTHER THAN
IN FAVOR OF THE ADMINISTRATIVE AGENT) IN ANY CAPITAL STOCK OF ANY FOREIGN
SUBSIDIARY (INCLUDING ANY NEW FOREIGN SUBSIDIARY AND NEW 5% SUBSIDIARY) DIRECTLY
OWNED BY MONSTER WORLDWIDE OR ANY SUBSIDIARY GUARANTOR.
7.10.
USE OF PROCEEDS.
THE BORROWERS SHALL USE THE
PROCEEDS OF THE LOANS, AND THE LETTERS OF CREDIT FOR WORKING CAPITAL, CAPITAL
EXPENDITURES AND OTHER GENERAL CORPORATE PURPOSES, PERMITTED ACQUISITIONS, AND
STOCK REPURCHASES AND ANY INDEBTEDNESS INCURRED IN
65
COMPLIANCE WITH THE AGREEMENT, IN EACH CASE, NOT IN CONTRAVENTION OF ANY
REQUIREMENT OF LAW OR OF ANY LOAN DOCUMENT.
7.11.
FURTHER ASSURANCES.
FROM TIME TO TIME EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH ADDITIONAL INSTRUMENTS,
CERTIFICATES OR DOCUMENTS, AND TAKE ALL SUCH ACTIONS, AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST FOR THE PURPOSES OF IMPLEMENTING OR EFFECTUATING
THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR OF MORE FULLY
PERFECTING OR RENEWING THE RIGHTS AND PRIORITIES OF THE ADMINISTRATIVE AGENT AND
THE LENDERS WITH RESPECT TO THE COLLATERAL (OR WITH RESPECT TO ANY ADDITIONS
THERETO OR REPLACEMENTS OR PROCEEDS THEREOF OR WITH RESPECT TO ANY OTHER
PROPERTY OR ASSETS HEREAFTER ACQUIRED BY THE BORROWERS OR ANY OF THEIR
SUBSIDIARIES WHICH MAY BE DEEMED TO BE PART OF THE COLLATERAL) PURSUANT HERETO
OR THERETO.
UPON THE EXERCISE BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY
POWER, RIGHT, PRIVILEGE OR REMEDY PURSUANT TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS WHICH REQUIRES ANY CONSENT, APPROVAL, RECORDING QUALIFICATION OR
AUTHORIZATION OF ANY GOVERNMENTAL AUTHORITY, THE BORROWERS WILL EXECUTE AND
DELIVER, OR WILL CAUSE THE EXECUTION AND DELIVERY OF, ALL APPLICATIONS,
CERTIFICATIONS, INSTRUMENTS AND OTHER DOCUMENTS AND PAPERS THAT THE
ADMINISTRATIVE AGENT OR SUCH LENDERS MAY BE REQUIRED TO OBTAIN FROM THE
BORROWERS OR ANY OF THEIR SUBSIDIARIES FOR SUCH GOVERNMENTAL CONSENT, APPROVAL,
RECORDING, QUALIFICATION OR AUTHORIZATION.
7.12.
PLEDGE OF FOREIGN SUBSIDIARY STOCK. TO THE EXTENT
NOT OTHERWISE SATISFIED PRIOR TO RESTATEMENT CLOSING DATE, WITH RESPECT TO ANY
FOREIGN SUBSIDIARIES DIRECTLY OWNED BY MONSTER WORLDWIDE OR ANY SUBSIDIARY
GUARANTOR THAT IS NOT A NEW FOREIGN SUBSIDIARY (AN "EXISTING FOREIGN
SUBSIDIARY"), MONSTER WORLDWIDE SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARY
GUARANTORS DIRECTLY OWNING SUCH A FOREIGN SUBSIDIARY THAT EACH SINGLY (TOGETHER
WITH ITS CONSOLIDATED SUBSIDIARIES) NOW OR HEREAFTER CONSTITUTES 5% OR MORE OF
MONSTER WORLDWIDE'S CONSOLIDATED REVENUES IN ANY FISCAL YEAR (A "EXISTING 5%
SUBSIDIARY"), (A) TO PROMPTLY GIVE WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT OF
THE EXISTENCE OF ANY EXISTING FOREIGN SUBSIDIARY THAT IS A EXISTING 5%
SUBSIDIARY, (B) TO PLEDGE AND DELIVER TO THE ADMINISTRATIVE AGENT PLEDGE
DOCUMENTS EXECUTED WITH RESPECT TO 65% OF THE CAPITAL STOCK OF EACH EXISTING 5%
SUBSIDIARY, AND (C) AT THE REQUEST OF THE ADMINISTRATIVE AGENT UPON THE
DIRECTION OF THE REQUIRED LENDERS, TO