BANK (AS DEFINED BELOW) SHALL MAKE LOANS TO ANY UK BORROWER UNDER THIS
AGREEMENT, UNTIL SUCH DATE AS (I) THE UK BORROWERS SHALL HAVE RECEIVED
CONFIRMATION AND/OR NECESSARY APPROVAL FROM THE UK INLAND REVENUE (THE "INLAND
APPROVAL") IN RESPECT TO PROPOSED LOANS FROM ANY LENDER, OTHER THAN ANY LENDER
THAT IS A PARTY TO THIS AGREEMENT AS OF THE RESTATEMENT CLOSING DATE (EACH A
"NON-UK QUALIFYING BANK", COLLECTIVELY THE "NON-UK QUALIFYING BANKS") IN ORDER
TO ESTABLISH SUCH NON-UK QUALIFYING BANK'S ENTITLEMENT TO RECEIVE PAYMENTS MADE
BY THE UK BORROWERS, MAKE LOANS TO THE UK BORROWERS UNDER THIS AGREEMENT, AND
FOR THE UK BORROWERS TO MAKE PAYMENTS, AND TO BORROW MONEY, IN EACH CASE, UNDER
THIS AGREEMENT, WITHOUT DEDUCTION OR WITHHOLDING OF APPLICABLE UNITED KINGDOM
WITHHOLDING TAXES, OR (II) THIS AGREEMENT SHALL HAVE BEEN AMENDED AND/OR AMENDED
AND RESTATED, SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED BELOW, TO CREATE A
UK
95
BORROWING SUBFACILITY (AS DEFINED BELOW).
TO THE EXTENT SUCH NON-UK QUALIFYING
BANK BECOMES A PARTY TO THIS AGREEMENT, SUCH NON-UK QUALIFYING BANK SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO MAKE ALL APPLICABLE FILINGS WITH THE US
INTERNAL REVENUE SERVICE AND THAT WILL PERMIT EACH UK BORROWER TO BORROW AND
MAKE PAYMENTS UNDER THIS AGREEMENT, AND FOR EACH NON-UK QUALIFYING BANK TO
RECEIVE PAYMENTS AND TO MAKE LOANS HEREUNDER, WITHOUT DEDUCTION OR WITHHOLDING
OF APPLICABLE UNITED KINGDOM WITHHOLDING TAXES.
(B)
IF A NON-UK QUALIFYING BANK BECOMES A PARTY
TO THIS AGREEMENT AND IS UNABLE TO RECEIVE THE INLAND APPROVAL WITHIN A
REASONABLE TIME FROM THE DATE IT BECOMES A PARTY TO THIS AGREEMENT, UPON THE
REQUEST OF MONSTER WORLDWIDE, EACH LENDER, THE AGENTS, AND EACH BORROWER HEREBY
AGREE TO ENTER INTO A WRITTEN AMENDMENT AND/OR AMENDMENT AND RESTATEMENT OF THIS
AGREEMENT, AMONG OTHER THINGS, TO (I) CREATE A SEPARATE SUBFACILITY UNDER WHICH
ONLY EACH OF BARCLAYS BANK PLC, BANK OF AMERICA, N.A., THE ROYAL BANK OF
SCOTLAND PLC, LASALLE BANK NATIONAL ASSOCIATION AND FIFTH THIRD BANK (EACH A "UK
QUALIFYING BANK, COLLECTIVELY, THE "UK QUALIFYING BANKS") CAN MAKE LOANS, AND
THE UK BORROWERS CAN REQUEST BORROWINGS, AND (II) PERMIT ANY UK QUALIFYING BANK
TO (A) ACT AS A FRONTING BANK (THE "FRONTING BANK"), IN SUCH BANK'S SOLE
DISCRETION, FOR THE NON-UK QUALIFYING BANKS AND TO MAKE LOANS TO THE UK
BORROWERS SUBJECT TO FRONTING FEES AND CHARGES PAYABLE BY THE UK BORROWERS, AND
(B) FOR THE FRONTING BANK TO SELL, AND FOR EACH NON-UK QUALIFYING BANK TO
PURCHASE, PARTICIPATIONS IN SUCH SUBFACILITY (THE "UK BORROWING SUBFACILITY").
11.21.
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO
THE ACT (AS HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND
NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES THE BORROWERS THAT PURSUANT TO THE
REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO
LAW OCTOBER 26, 2001)) (THE "PATRIOT ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND
RECORD INFORMATION THAT IDENTIFIES THE BORROWERS, WHICH INFORMATION INCLUDES THE
NAME AND ADDRESS OF EACH BORROWER AND OTHER INFORMATION