ANY OTHER PERSON (OTHER THAN WITH RESPECT TO
LIENS EXPRESSLY PERMITTED BY SECTION 8.3), SHALL BE IN PROPER FORM FOR FILING,
REGISTRATION OR RECORDATION; AND
(J)
INSURANCE.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED INSURANCE CERTIFICATES SATISFYING THE REQUIREMENTS OF
SECTION 7.5 HEREOF.
6.2.
CONDITIONS TO EACH EXTENSION OF CREDIT.
THE
AGREEMENT OF EACH LENDER TO MAKE ANY EXTENSION OF CREDIT REQUESTED TO BE MADE BY
IT ON ANY DATE (INCLUDING ITS INITIAL EXTENSION OF CREDIT) IS SUBJECT TO THE
SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF
THE REPRESENTATIONS AND WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE
LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
SUCH DATE AS IF MADE ON AND AS OF SUCH DATE; AND
(B)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE
EXTENSIONS OF CREDIT REQUESTED TO BE MADE ON SUCH DATE.
Each borrowing by and Issuance of a Letter of Credit on behalf of the Borrowers
hereunder shall constitute a representation and warranty by each Borrower as of
the date of such extension of credit that the conditions contained in this
Section 6.2 have been satisfied.
59
6.3.
ADDITION OF BORROWERS.
SUBJECT TO THE TERMS
AND CONDITIONS HEREOF, FROM TIME TO TIME, ONE OR MORE DOMESTIC SUBSIDIARIES
WHICH IS A WHOLLY OWNED SUBSIDIARY MAY BECOME A BORROWER UNDER THIS AGREEMENT
UPON (I) DELIVERY OF A COMPLETED BORROWER SUPPLEMENT TO THE ADMINISTRATIVE
AGENT, (II) SATISFACTION OF THE CONDITIONS PRECEDENT SPECIFIED IN THE BORROWER
SUPPLEMENT, (III) COMPLIANCE WITH THE REQUIREMENTS SPECIFIED IN SECTION 7.9(B)
HEREIN TO THE EXTENT SUCH SUBSIDIARY HAD NOT SO COMPLIED PRIOR TO SUCH TIME, AND
(IV) DELIVERY TO THE ADMINISTRATIVE AGENT OF LEGAL OPINIONS IN FORM AND
SUBSTANCE, AND FROM COUNSEL, REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
SECTION 7
AFFIRMATIVE COVENANTS
Each Borrower hereby agrees that, so long as the Commitments remain in effect,
any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender or Agent hereunder, each Borrower shall and shall cause each of its
Subsidiaries to:
7.1.
FINANCIAL STATEMENTS.
FURNISH TO THE
ADMINISTRATIVE AGENT FOR DISTRIBUTION TO EACH LENDER:
(A)
AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN 105 DAYS AFTER THE END OF EACH FISCAL YEAR OF MONSTER WORLDWIDE, A COPY
OF THE AUDITED CONSOLIDATED BALANCE SHEET OF MONSTER WORLDWIDE AND ITS
CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH YEAR AND THE RELATED AUDITED
CONSOLIDATED STATEMENTS OF INCOME AND OF CASH FLOWS FOR SUCH YEAR, SETTING FORTH
IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS YEAR, REPORTED ON
WITHOUT A "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION, OR QUALIFICATION
ARISING OUT OF THE SCOPE OF THE AUDIT, BY BDO SEIDMAN LLP OR OTHER INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING; AND
(B)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT
LATER THAN 50 DAYS AFTER