THE END OF EACH OF THE FIRST THREE QUARTERLY PERIODS OF
EACH FISCAL YEAR OF MONSTER WORLDWIDE, THE UNAUDITED CONSOLIDATED BALANCE SHEET
OF MONSTER WORLDWIDE AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH
QUARTER AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND OF CASH
FLOWS FOR SUCH QUARTER AND THE PORTION OF THE FISCAL YEAR THROUGH THE END OF
SUCH QUARTER, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE
PREVIOUS YEAR, CERTIFIED BY A RESPONSIBLE OFFICER AS BEING FAIRLY STATED IN ALL
MATERIAL RESPECTS (SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
(except that the unaudited financial statements need not include footnotes).
7.2.
CERTIFICATES; OTHER INFORMATION.
FURNISH TO
THE ADMINISTRATIVE AGENT FOR DISTRIBUTION TO EACH LENDER (OR, IN THE CASE OF
CLAUSE (G), TO THE RELEVANT LENDER):
(A)
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.1(A), A CERTIFICATE OF THE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPORTING ON SUCH FINANCIAL STATEMENTS
STATING THAT IN MAKING THE EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS
OBTAINED OF ANY DEFAULT OR EVENT OF DEFAULT, EXCEPT AS SPECIFIED IN SUCH
CERTIFICATE;
60
(B)
CONCURRENTLY WITH THE DELIVERY OF ANY
FINANCIAL STATEMENTS PURSUANT TO SECTION 7.1, (I) A CERTIFICATE OF A RESPONSIBLE
OFFICER OF MONSTER WORLDWIDE STATING THAT, TO THE BEST OF SUCH RESPONSIBLE
OFFICER'S KNOWLEDGE AFTER REASONABLE DUE INQUIRY, EACH LOAN PARTY DURING SUCH
PERIOD HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND OTHER AGREEMENTS, AND
SATISFIED EVERY CONDITION, CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY TO BE OBSERVED, PERFORMED OR SATISFIED BY IT,
AND THAT SUCH RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR
EVENT OF DEFAULT EXCEPT AS SPECIFIED IN SUCH CERTIFICATE AND (II) A COMPLIANCE
CERTIFICATE CONTAINING ALL INFORMATION AND CALCULATIONS NECESSARY FOR
DETERMINING COMPLIANCE BY MONSTER WORLDWIDE WITH THE PROVISIONS OF THIS
AGREEMENT REFERRED TO THEREIN AS OF THE LAST DAY OF THE FISCAL QUARTER OR FISCAL
YEAR OF MONSTER WORLDWIDE, AS THE CASE MAY BE, AND, IF APPLICABLE, FOR
DETERMINING THE APPLICABLE MARGINS AND COMMITMENT FEE RATE, AND (III) TO THE
EXTENT NOT PREVIOUSLY DISCLOSED TO THE ADMINISTRATIVE AGENT, A LISTING OF ANY
MATERIAL INTELLECTUAL PROPERTY ACQUIRED BY ANY BORROWER SINCE THE DATE OF THE
MOST RECENT LIST DELIVERED PURSUANT TO THIS CLAUSE (III) (OR, IN THE CASE OF THE
FIRST SUCH LIST SO DELIVERED, SINCE THE RESTATEMENT CLOSING DATE);
(C)
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.1(A), A SUMMARY REPORT OF MONSTER
WORLDWIDE'S CONSOLIDATED ACCOUNTS RECEIVABLE IN SUBSTANTIALLY THE FORM ATTACHED
AS EXHIBIT L;
(D)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO
LATER THAN 30 DAYS AFTER THE END OF EACH FISCAL YEAR OF MONSTER WORLDWIDE,
DETAILED CONSOLIDATED PROJECTIONS FOR THE FOLLOWING FISCAL YEAR (INCLUDING A
PROJECTED CONSOLIDATED BALANCE SHEET OF MONSTER WORLDWIDE AND ITS CONSOLIDATED