SUCH
INCREASE IN THE STATED AMOUNT IS IN EFFECT) AT A PER ANNUM RATE EQUAL TO THE
APPLICABLE MARGIN THEN IN EFFECT WITH RESPECT TO EUROCURRENCY LOANS UNDER THE
REVOLVING FACILITY, SHARED RATABLY AMONG THE REVOLVING LENDERS AND PAYABLE
QUARTERLY IN ARREARS ON EACH L/C FEE PAYMENT DATE AFTER THE ISSUANCE DATE.
IN
ADDITION, MONSTER WORLDWIDE SHALL PAY TO THE RELEVANT ISSUING LENDER FOR ITS OWN
ACCOUNT (OR TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE ISSUING LENDER) A
FRONTING FEE ON THE OUTSTANDING AMOUNT OF EACH LETTER OF CREDIT (USING THE
STATED AMOUNT OF SUCH LETTER OF CREDIT, PROVIDED HOWEVER, WITH RESPECT TO ANY
LETTER OF CREDIT THAT BY ITS TERMS OR THE TERMS OF ANY ISSUER DOCUMENT RELATED
THERETO, PROVIDES FOR ONE OR MORE AUTOMATIC INCREASES IN THE STATED AMOUNT
THEREOF, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL EQUAL THE DOLLAR EQUIVALENT
OF THE STATED AMOUNT OF SUCH LETTER OF CREDIT AND SHALL ONLY GIVE EFFECT TO ANY
SUCH INCREASE IN THE STATED AMOUNT THEREOF TO THE EXTENT SUCH INCREASE IN THE
STATED AMOUNT IS IN EFFECT) EQUAL TO 0.125% PER ANNUM, PAYABLE QUARTERLY IN
ARREARS ON EACH L/C FEE PAYMENT DATE AFTER THE ISSUANCE DATE.
29
(B)
IN ADDITION TO THE FOREGOING FEES, MONSTER
WORLDWIDE SHALL PAY OR REIMBURSE EACH ISSUING LENDER FOR SUCH NORMAL AND
CUSTOMARY COSTS AND EXPENSES AS ARE INCURRED OR CHARGED BY SUCH ISSUING LENDER
IN ISSUING, NEGOTIATING, EFFECTING PAYMENT UNDER, AMENDING OR OTHERWISE
ADMINISTERING ANY LETTER OF CREDIT, INCLUDING, PRESENTATION AND PROCESSING FEES,
AND OTHER STANDARD COSTS AND CHARGES OF THE ISSUING LENDER RELATING TO SUCH
LETTERS OF CREDIT AS FROM TIME TO TIME IN EFFECT.
2.10.
L/C PARTICIPATIONS.
(A)
EACH ISSUING LENDER
IRREVOCABLY AGREES TO GRANT AND HEREBY GRANTS TO EACH L/C PARTICIPANT, AND, TO
INDUCE SUCH ISSUING LENDER TO ISSUE LETTERS OF CREDIT HEREUNDER, EACH L/C
PARTICIPANT IRREVOCABLY AGREES TO ACCEPT AND PURCHASE AND HEREBY ACCEPTS AND
PURCHASES FROM SUCH ISSUING LENDER, ON THE TERMS AND CONDITIONS SET FORTH BELOW,
FOR SUCH L/C PARTICIPANT'S OWN ACCOUNT AND RISK AN UNDIVIDED INTEREST EQUAL TO
SUCH L/C PARTICIPANT'S REVOLVING PERCENTAGE IN EACH ISSUING LENDER'S OBLIGATIONS
AND RIGHTS UNDER AND IN RESPECT OF EACH LETTER OF CREDIT ISSUED BY SUCH ISSUING
LENDER HEREUNDER AND THE AMOUNT OF EACH DRAFT PAID BY SUCH ISSUING LENDER
THEREUNDER.
(B)
AT ANY TIME AFTER THE ISSUING LENDER HAS
MADE A PAYMENT UNDER ANY LETTER OF CREDIT AND HAS RECEIVED FROM ANY LENDER SUCH
LENDER'S L/C ADVANCE IN RESPECT OF SUCH PAYMENT IN ACCORDANCE WITH SECTION 2.11,
IF THE ADMINISTRATIVE AGENT RECEIVES FOR THE ACCOUNT OF THE ISSUING LENDER ANY
PAYMENT IN RESPECT OF THE RELATED UNREIMBURSED AMOUNT OR INTEREST THEREON
(WHETHER DIRECTLY FROM MONSTER WORLDWIDE OR OTHERWISE, INCLUDING PROCEEDS OF
CASH COLLATERAL APPLIED THERETO BY THE ADMINISTRATIVE AGENT), THE ADMINISTRATIVE
AGENT WILL DISTRIBUTE TO SUCH LENDER ITS AGGREGATE EXPOSURE PERCENTAGE THEREOF
(APPROPRIATELY ADJUSTED, IN THE CASE OF INTEREST PAYMENTS, TO REFLECT THE PERIOD
OF TIME DURING WHICH SUCH LENDER'S L/C ADVANCE WAS OUTSTANDING) IN