AND THE LENDERS FOR USE IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE OTHER LOAN DOCUMENTS.
5.22.
REPRESENTATIONS AS TO UK BORROWERS.
EACH OF
MONSTER WORLDWIDE AND EACH UK BORROWER REPRESENTS AND WARRANTS TO THE
ADMINISTRATIVE AGENT AND THE LENDERS THAT IN RESPECT OF:
(A)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
TO WHICH IT IS A PARTY (COLLECTIVELY AS TO SUCH UK BORROWER, THE "APPLICABLE UK
BORROWER DOCUMENTS"), AND THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH UK
BORROWER OF THE APPLICABLE UK BORROWER DOCUMENTS CONSTITUTE AND WILL CONSTITUTE
VALID, LEGAL, BINDING AND ENFORCEABLE OBLIGATIONS OF SUCH UK BORROWER.
NEITHER
SUCH UK BORROWER NOR ANY OF ITS PROPERTY HAS ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT
56
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) UNDER
THE LAWS OF THE JURISDICTION IN WHICH SUCH UK BORROWER IS ORGANIZED AND EXISTING
IN RESPECT OF ITS OBLIGATIONS UNDER THE APPLICABLE UK BORROWER DOCUMENTS.
(B)
SAVE FOR REGISTRATION (WHERE APPROPRIATE) AT
COMPANIES HOUSE IN ACCORDANCE WITH PART XII OF THE COMPANIES ACT OF 1985 WITHIN
THE STATUTORY TIME PERIOD, IT IS NOT NECESSARY TO ENSURE THE LEGALITY, VALIDITY,
ENFORCEABILITY, PRIORITY OR ADMISSIBILITY IN EVIDENCE OF THE APPLICABLE UK
BORROWER DOCUMENTS THAT THE APPLICABLE UK BORROWER DOCUMENTS BE FILED,
REGISTERED OR RECORDED WITH, OR EXECUTED OR NOTARIZED BEFORE, ANY COURT OR OTHER
AUTHORITY IN THE JURISDICTION IN WHICH SUCH UK BORROWER IS ORGANIZED AND
EXISTING OR THAT ANY REGISTRATION CHARGE OR STAMP OR SIMILAR TAX BE PAID ON OR
IN RESPECT OF THE APPLICABLE UK BORROWER DOCUMENTS OR ANY OTHER DOCUMENT, EXCEPT
FOR (I) ANY SUCH FILING, REGISTRATION, RECORDING, EXECUTION OR NOTARIZATION AS
HAS BEEN MADE OR IS NOT REQUIRED TO BE MADE UNTIL THE APPLICABLE UK BORROWER
DOCUMENT OR ANY OTHER DOCUMENT IS SOUGHT TO BE ENFORCED AND (II) ANY CHARGE OR
TAX AS HAS BEEN TIMELY PAID.
(C)
THERE IS NO TAX, LEVY, IMPOST, DUTY, FEE,
ASSESSMENT OR OTHER GOVERNMENTAL CHARGE, OR ANY DEDUCTION OR WITHHOLDING,
IMPOSED BY ANY GOVERNMENTAL AUTHORITY IN OR OF THE JURISDICTION IN WHICH SUCH UK
BORROWER IS ORGANIZED AND EXISTING EITHER (I) ON OR BY VIRTUE OF THE EXECUTION
OR DELIVERY OF THE APPLICABLE UK BORROWER DOCUMENTS OR (II) ON ANY PAYMENT TO BE
MADE BY SUCH UK BORROWER PURSUANT TO THE APPLICABLE UK BORROWER DOCUMENTS,
EXCEPT AS HAS BEEN DISCLOSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER.
SECTION 6
CONDITIONS PRECEDENT AND ADDITION OF BORROWERS
6.1.
CONDITIONS TO INITIAL EXTENSION OF CREDIT.
THE AGREEMENT OF EACH LENDER TO MAKE THE INITIAL EXTENSION OF CREDIT REQUESTED
TO BE MADE BY IT IS SUBJECT TO THE SATISFACTION, PRIOR TO OR CONCURRENTLY WITH
THE MAKING OF SUCH EXTENSION OF CREDIT ON THE RESTATEMENT CLOSING DATE, OF THE
FOLLOWING CONDITIONS PRECEDENT:
(A)
CREDIT AGREEMENT; GUARANTEE AND COLLATERAL
AGREEMENT, SHARE CHARGES AND DEBENTURES.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED (I) THIS AGREEMENT EXECUTED AND DELIVERED BY EACH LENDER AND EACH
BORROWER, (II) THE GUARANTEE