OR PAY COULD NOT, IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE
PROVISION FOR TAXES ON THE BOOKS OF EACH BORROWER AND ITS SUBSIDIARIES ARE
ADEQUATE TO FULLY SATISFY TAXES FOR ALL YEARS NOT CLOSED BY APPLICABLE STATUTES,
AND FOR ITS CURRENT FISCAL YEAR.
THERE IS NO
55
PROPOSED TAX ASSESSMENT AGAINST ANY BORROWER OR ITS SUBSIDIARIES THAT WOULD HAVE
A MATERIAL ADVERSE EFFECT.
OTHER THAN (I) SOLELY AMONG ANY BORROWER AND/OR ITS
SUBSIDIARIES OR (II) AS SET FORTH ON SCHEDULE 5.18, NO BORROWER OR ANY OF ITS
SUBSIDIARIES IS A PARTY TO A TAX SHARING AGREEMENT.
5.19.
NO CHANGE.
SINCE DECEMBER 31, 2003, THERE HAS BEEN
NO DEVELOPMENT OR EVENT THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.20.
ENVIRONMENTAL COMPLIANCE. EACH OF MONSTER WORLDWIDE
AND ITS SUBSIDIARIES IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
ENVIRONMENTAL LAWS APPLICABLE TO IT, EXCEPT AS TO THE EXTENT THAT SUCH
NON-COMPLIANCE AS IN THE AGGREGATE COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
NEITHER MONSTER WORLDWIDE NOR ANY SUBSIDIARY HAS
RECEIVED ANY NOTICE OR HAS ANY KNOWLEDGE OF CLAIMS ALLEGING POTENTIAL LIABILITY
OR RESPONSIBILITY FOR VIOLATION OF ANY ENVIRONMENTAL LAW ON THEIR OR ANY OF ITS
SUBSIDIARIES' RESPECTIVE BUSINESSES, OPERATIONS AND PROPERTIES, AND AS A RESULT
THEREOF MONSTER WORLDWIDE HAS REASONABLY CONCLUDED THAT SUCH ENVIRONMENTAL LAWS
AND CLAIMS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
5.21.
ACCURACY OF INFORMATION, ETC.
NO STATEMENT OR
INFORMATION CONTAINED IN THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY OTHER
DOCUMENT, CERTIFICATE OR STATEMENT FURNISHED BY OR ON BEHALF OF ANY LOAN PARTY
TO THE ADMINISTRATIVE AGENT OR THE LENDERS, OR ANY OF THEM, FOR USE IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS, IN EACH CASE WHEN TAKEN TOGETHER WITH ALL SUCH OTHER INFORMATION
PREVIOUSLY FURNISHED, CONTAINED AS OF THE DATE SUCH STATEMENT, INFORMATION,
DOCUMENT OR CERTIFICATE WAS SO FURNISHED, ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITTED TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS
CONTAINED HEREIN OR THEREIN NOT MISLEADING.
THE PROJECTIONS CONTAINED IN THE
MATERIALS REFERENCED ABOVE ARE BASED UPON GOOD FAITH ESTIMATES AND ASSUMPTIONS
BELIEVED BY MANAGEMENT OF EACH BORROWER TO BE REASONABLE AT THE TIME MADE, IT
BEING RECOGNIZED BY THE LENDERS THAT SUCH FINANCIAL INFORMATION AS IT RELATES TO
FUTURE EVENTS IS NOT TO BE VIEWED AS FACT AND THAT ACTUAL RESULTS DURING THE
PERIOD OR PERIODS COVERED BY SUCH FINANCIAL INFORMATION MAY DIFFER FROM THE
PROJECTED RESULTS SET FORTH THEREIN BY A MATERIAL AMOUNT.
THERE IS NO FACT,
OTHER THAN FACTS OF A GENERAL ECONOMIC OR POLITICAL NATURE NOT SPECIFIC TO ANY
BORROWER, KNOWN TO ANY LOAN PARTY THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT THAT HAS NOT BEEN EXPRESSLY DISCLOSED HEREIN, IN THE
OTHER LOAN DOCUMENTS, OR IN ANY OTHER DOCUMENTS, CERTIFICATES AND STATEMENTS
FURNISHED TO THE ADMINISTRATIVE AGENT