SUBSIDIARIES AS OF THE END OF THE FOLLOWING FISCAL YEAR, THE RELATED
CONSOLIDATED STATEMENTS OF PROJECTED CASH FLOW, PROJECTED CHANGES IN FINANCIAL
POSITION AND PROJECTED INCOME AND A DESCRIPTION OF THE UNDERLYING ASSUMPTIONS
APPLICABLE THERETO) (COLLECTIVELY, THE "PROJECTIONS"), WHICH PROJECTIONS SHALL
IN EACH CASE BE ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE OFFICER STATING
THAT SUCH PROJECTIONS ARE BASED ON REASONABLE ESTIMATES, INFORMATION AND
ASSUMPTIONS AND THAT SUCH RESPONSIBLE OFFICER HAS NO REASON TO BELIEVE THAT SUCH
PROJECTIONS ARE INCORRECT IN ANY MATERIAL RESPECT IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH SUCH ESTIMATES AND ASSUMPTIONS WERE MADE;
(E)
IF AT ANY TIME MONSTER WORLDWIDE IS NOT
REQUIRED TO FILE PERIODIC REPORTS WITH THE SEC PURSUANT TO SECTION 13 OR 15(D)
OF THE EXCHANGE ACT, WITHIN 105 DAYS AFTER THE END OF EACH FISCAL YEAR OF
MONSTER WORLDWIDE AND WITHIN 50 DAYS AFTER THE END OF EACH OTHER FISCAL QUARTER
OF MONSTER WORLDWIDE, A NARRATIVE DISCUSSION AND ANALYSIS OF THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF MONSTER WORLDWIDE AND ITS CONSOLIDATED
SUBSIDIARIES FOR SUCH FISCAL QUARTER AND FOR THE PERIOD FROM THE BEGINNING OF
THE THEN CURRENT FISCAL YEAR TO THE END OF SUCH FISCAL QUARTER, AS COMPARED TO
THE COMPARABLE PERIODS OF THE PREVIOUS YEAR;
(F)
WITHIN FIVE DAYS AFTER THE SAME ARE SENT,
COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS THAT MONSTER WORLDWIDE SENDS TO
THE HOLDERS OF ANY CLASS OF ITS DEBT SECURITIES OR PUBLIC EQUITY SECURITIES AND,
WITHIN FIVE DAYS AFTER THE SAME ARE FILED, COPIES OF ALL FINANCIAL STATEMENTS
AND REPORTS MONSTER WORLDWIDE MAY MAKE TO, OR FILE WITH, THE SEC; SUCH DELIVERY
PERMITTED TO BE BY ELECTRONIC MAIL OR OTHER FORM OF ELECTRONIC NOTIFICATION TO
THE LENDERS INCLUDING POSTING, FILING OR OTHERWISE MAKING AVAILABLE VIA
ELECTRONIC LINK, OF ANY SUCH REPORTS, STATEMENTS OR DOCUMENTS; AND
61
(G)
PROMPTLY, SUCH ADDITIONAL FINANCIAL AND
OTHER INFORMATION AS ANY LENDER THROUGH THE ADMINISTRATIVE AGENT MAY FROM TIME
TO TIME REASONABLY REQUEST.
7.3.
PAYMENT OF OBLIGATIONS.
PAY, DISCHARGE OR
OTHERWISE SATISFY AT OR BEFORE MATURITY OR BEFORE THEY BECOME DELINQUENT, AS THE
CASE MAY BE, ALL ITS MATERIAL OBLIGATIONS OF WHATEVER NATURE, EXCEPT WHERE THE
AMOUNT OR VALIDITY THEREOF IS CURRENTLY BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND RESERVES IN CONFORMITY WITH GAAP WITH RESPECT
THERETO HAVE BEEN PROVIDED ON THE BOOKS OF THE RELEVANT BORROWER OR ITS RELEVANT
SUBSIDIARY, AS THE CASE MAY BE.
7.4.
MAINTENANCE OF EXISTENCE; COMPLIANCE.
(A)
(I)
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE,
EXCEPT TO THE EXTENT PERMITTED BY SECTION 8.4, AND (II) TAKE ALL REASONABLE
ACTION TO MAINTAIN ALL RIGHTS, PRIVILEGES AND FRANCHISES NECESSARY IN THE NORMAL
CONDUCT OF ITS BUSINESS, EXCEPT, IN EACH CASE, AS OTHERWISE PERMITTED BY
SECTION 8.4 AND EXCEPT, IN THE CASE OF CLAUSE (II) ABOVE, TO THE EXTENT THAT
FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT; AND (B) COMPLY WITH ALL CONTRACTUAL OBLIGATIONS AND REQUIREMENTS OF LAW
EXCEPT TO THE