BORROWERS NOR ANY
OF THEIR SUBSIDIARIES ARE GENERALLY ENGAGED IN THE BUSINESS OF PURCHASING OR
SELLING ANY "MARGIN STOCK" OR EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR
CARRYING "MARGIN STOCK", WITHIN THE RESPECTIVE MEANINGS OF EACH OF THE QUOTED
TERMS UNDER REGULATION U, AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT OR
FOR ANY PURPOSE THAT VIOLATES THE PROVISIONS OF THE REGULATIONS OF THE BOARD.
IF REQUESTED BY ANY LENDER OR THE ADMINISTRATIVE AGENT, THE BORROWERS WILL
FURNISH TO THE ADMINISTRATIVE AGENT AND EACH LENDER A STATEMENT TO THE FOREGOING
EFFECT IN CONFORMITY WITH THE REQUIREMENTS OF FR FORM G-3 OR FR FORM U-1, AS
APPLICABLE, REFERRED TO IN REGULATION U.
5.11.
LABOR.
EXCEPT AS, IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EACH BORROWER IS NOT
AWARE OF
(A) ANY STRIKES OR OTHER LABOR DISPUTES AGAINST ANY BORROWER PENDING
OR, TO THE KNOWLEDGE OF ANY BORROWER, THREATENED; (B) ANY VIOLATION OF THE FAIR
LABOR STANDARDS ACT OR ANY OTHER APPLICABLE REQUIREMENT OF LAW WITH RESPECT TO
HOURS WORKED BY AND PAYMENT MADE TO EMPLOYEES BY EACH BORROWER; AND (C) ANY
NON-PAYMENTS THAT ARE DUE OR NON-ACCRUAL AS A LIABILITY ON THE BOOKS OF THE
RELEVANT BORROWER ON ACCOUNT OF EMPLOYEE HEALTH AND WELFARE INSURANCE.
5.12.
SUBSIDIARIES.
EXCEPT AS DISCLOSED TO THE
ADMINISTRATIVE AGENT BY THE BORROWERS IN WRITING FROM TIME TO TIME AFTER THE
RESTATEMENT CLOSING DATE, (A) SCHEDULE 5.12(A) SETS FORTH THE NAME AND
JURISDICTION OF INCORPORATION OF EACH SUBSIDIARY AND, AS TO EACH SUCH
SUBSIDIARY, THE PERCENTAGE OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN
PARTY AND (B) THERE ARE NO OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS,
RIGHTS OR OTHER AGREEMENTS OR COMMITMENTS (OTHER THAN STOCK OPTIONS GRANTED TO
EMPLOYEES, DIRECTORS OR OTHER PERSONS AND DIRECTORS' QUALIFYING SHARES) OF ANY
NATURE RELATING TO ANY CAPITAL STOCK OF THE BORROWERS (OTHER THAN MONSTER
WORLDWIDE) OR ANY SUBSIDIARY, EXCEPT AS CREATED BY THE LOAN DOCUMENTS OR, AS OF
THE RESTATEMENT CLOSING DATE, EXCEPT AS DISCLOSED ON SCHEDULE 5.12(B).
5.13.
MATERIAL CONTRACTS.
(A)
AS OF THE RESTATEMENT
CLOSING DATE, (I) EACH MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT AND IS A
LEGAL, VALID AND BINDING OBLIGATION OF EACH PARTY THERETO ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS THE ENFORCEABILITY THEREOF MAY BE LIMITED
BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, BY GENERAL EQUITABLE
PRINCIPLES (WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW)
AND AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, AND (II) NO BORROWER IS
IN DEFAULT OF ANY MATERIAL PROVISION OF ANY MATERIAL CONTRACT.
(B)
TO THE KNOWLEDGE OF THE BORROWERS, (I) THERE
HAS BEEN NO DEFAULT, BREACH OR OTHER VIOLATION OF ANY MATERIAL CONTRACT AND (II)
NO GOVERNMENTAL AUTHORITY HAS ANY BASIS FOR TERMINATING ANY MATERIAL CONTRACT
OTHER THAN CUSTOMARY TERMINATION PROVISIONS RELATING TO
54
CONVENIENCE AND OTHER SIMILAR PROVISIONS, EXCEPT, IN EACH CASE, AS COULD NOT
REASONABLY BE EXPECTED TO