NOTICE THEREOF IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR
(C) THE MAKING OF A PREPAYMENT OF EUROCURRENCY LOANS OR THE CONVERSION OF
EUROCURRENCY LOANS, IN EACH CASE, ON A DAY THAT IS NOT THE LAST DAY OF AN
INTEREST PERIOD WITH RESPECT THERETO.
SUCH INDEMNIFICATION MAY INCLUDE AN
AMOUNT EQUAL TO THE EXCESS, IF ANY, OF (I) THE AMOUNT OF INTEREST THAT WOULD
HAVE ACCRUED ON THE
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AMOUNT SO PREPAID, OR NOT SO BORROWED, CONVERTED OR CONTINUED, FOR THE PERIOD
FROM THE DATE OF SUCH PREPAYMENT OR OF SUCH FAILURE TO BORROW, CONVERT OR
CONTINUE TO THE LAST DAY OF SUCH INTEREST PERIOD (OR, IN THE CASE OF A FAILURE
TO BORROW, CONVERT OR CONTINUE, THE INTEREST PERIOD THAT WOULD HAVE COMMENCED ON
THE DATE OF SUCH FAILURE) IN EACH CASE AT THE APPLICABLE RATE OF INTEREST FOR
SUCH LOANS PROVIDED FOR HEREIN (EXCLUDING, HOWEVER, THE APPLICABLE MARGIN
INCLUDED THEREIN, IF ANY) OVER (II) THE AMOUNT OF INTEREST (AS REASONABLY
DETERMINED BY SUCH LENDER) THAT WOULD HAVE ACCRUED TO SUCH LENDER ON SUCH AMOUNT
BY PLACING SUCH AMOUNT ON DEPOSIT FOR A COMPARABLE PERIOD WITH LEADING BANKS IN
THE INTERBANK EUROCURRENCY MARKET.
A CERTIFICATE AS TO ANY AMOUNTS PAYABLE
PURSUANT TO THIS SECTION SUBMITTED TO MONSTER WORLDWIDE BY ANY LENDER SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
THIS COVENANT SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS
PAYABLE HEREUNDER.
4.12.
CHANGE OF LENDING OFFICE.
EACH LENDER AGREES THAT,
UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF SECTION 4.9,
4.10(A) OR 4.10(B) WITH RESPECT TO SUCH LENDER, IT WILL, IF REQUESTED BY THE
BORROWERS, USE REASONABLE EFFORTS (SUBJECT TO OVERALL POLICY CONSIDERATIONS OF
SUCH LENDER) TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY LOANS AFFECTED BY SUCH
EVENT WITH THE OBJECT OF AVOIDING THE CONSEQUENCES OF SUCH EVENT; PROVIDED, THAT
SUCH DESIGNATION IS MADE ON TERMS THAT, IN THE SOLE JUDGMENT OF SUCH LENDER,
CAUSE SUCH LENDER AND ITS LENDING OFFICE(S) TO SUFFER NO ECONOMIC, LEGAL OR
REGULATORY DISADVANTAGE, AND PROVIDED, FURTHER, THAT NOTHING IN THIS SECTION
SHALL AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF THE BORROWERS OR THE RIGHTS
OF ANY LENDER PURSUANT TO SECTION 4.9, 4.10(A) OR 4.10(B).
4.13.
REPLACEMENT OF LENDERS.
THE BORROWERS SHALL BE
PERMITTED TO REPLACE ANY LENDER THAT (A) REQUESTS REIMBURSEMENT FOR AMOUNTS
OWING PURSUANT TO SECTION 4.9, 4.10(A) OR 4.10(B) OR (B) DEFAULTS IN ITS
OBLIGATION TO MAKE LOANS HEREUNDER, WITH A REPLACEMENT FINANCIAL INSTITUTION;
PROVIDED THAT (I) SUCH REPLACEMENT DOES NOT CONFLICT WITH ANY REQUIREMENT OF
LAW, (II) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT THE TIME
OF SUCH REPLACEMENT, (III) PRIOR TO ANY SUCH REPLACEMENT, SUCH LENDER SHALL HAVE
TAKEN NO ACTION UNDER SECTION 4.12 SO AS TO ELIMINATE THE CONTINUED NEED FOR
PAYMENT OF AMOUNTS OWING PURSUANT TO SECTION 4.9, 4.10(A) OR 4.10(B), (IV) THE
REPLACEMENT FINANCIAL INSTITUTION SHALL PURCHASE, AT PAR, ALL LOANS AND OTHER
AMOUNTS OWING