TO SUCH REPLACED LENDER ON OR PRIOR TO THE DATE OF REPLACEMENT,
(V) MONSTER WORLDWIDE SHALL BE LIABLE TO SUCH REPLACED LENDER UNDER SECTION 4.11
IF ANY EUROCURRENCY LOAN OWING TO SUCH REPLACED LENDER SHALL BE PURCHASED OTHER
THAN ON THE LAST DAY OF THE INTEREST PERIOD RELATING THERETO AND SHALL PAY SUCH
AMOUNTS ON DEMAND, (VI) THE REPLACEMENT FINANCIAL INSTITUTION, IF NOT ALREADY A
LENDER, SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, (VII) THE
REPLACED LENDER SHALL BE OBLIGATED TO MAKE SUCH REPLACEMENT IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 11.6, (VIII) UNTIL SUCH TIME AS SUCH REPLACEMENT SHALL
BE CONSUMMATED, THE APPLICABLE BORROWER(S) SHALL PAY ALL ADDITIONAL AMOUNTS (IF
ANY) REQUIRED PURSUANT TO SECTION 4.9, 4.10(A) OR 4.10(B), OR OTHERWISE UNDER
THIS AGREEMENT, AS THE CASE MAY BE, AND (IX) ANY SUCH REPLACEMENT SHALL NOT BE
DEEMED TO BE A WAIVER OF ANY RIGHTS THAT THE BORROWERS, THE ADMINISTRATIVE AGENT
OR ANY OTHER LENDER SHALL HAVE AGAINST THE REPLACED LENDER.
4.14.
EVIDENCE OF DEBT.
(A)
EACH LENDER SHALL MAINTAIN
IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING
INDEBTEDNESS OF EACH BORROWER TO SUCH LENDER RESULTING FROM EACH LOAN OF SUCH
LENDER FROM TIME TO TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST
PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME UNDER THIS AGREEMENT.
50
(B)
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE
BORROWERS, SHALL MAINTAIN THE REGISTER PURSUANT TO SECTION 11.6(B), AND A
SUBACCOUNT THEREIN FOR EACH LENDER, IN WHICH SHALL BE RECORDED (I) THE AMOUNT OF
EACH LOAN MADE HEREUNDER AND ANY NOTE EVIDENCING SUCH LOAN, THE TYPE OF SUCH
LOAN AND EACH INTEREST PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY
PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM EACH
BORROWER TO EACH LENDER HEREUNDER AND (III) BOTH THE AMOUNT OF ANY SUM RECEIVED
BY THE ADMINISTRATIVE AGENT HEREUNDER FROM EACH BORROWER AND EACH LENDER'S SHARE
THEREOF.
(C)
THE ENTRIES MADE IN THE REGISTER AND THE
ACCOUNTS OF EACH LENDER MAINTAINED PURSUANT TO SECTION 4.14(A) SHALL, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND
AMOUNTS OF THE OBLIGATIONS OF EACH BORROWER THEREIN RECORDED; PROVIDED, HOWEVER,
THAT THE FAILURE OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO MAINTAIN THE
REGISTER OR ANY SUCH ACCOUNT, OR ANY ERROR THEREIN, SHALL NOT IN ANY MANNER
AFFECT THE OBLIGATION OF THE BORROWERS TO REPAY (WITH APPLICABLE INTEREST) THE
LOANS MADE TO THE BORROWERS BY SUCH LENDER IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
(D)
EACH BORROWER AGREES THAT, UPON THE REQUEST
TO THE ADMINISTRATIVE AGENT BY ANY LENDER, EACH BORROWER WILL EXECUTE AND
DELIVER TO SUCH LENDER A PROMISSORY NOTE OF EACH BORROWER EVIDENCING ANY
REVOLVING CREDIT LOANS, UK FOREIGN CURRENCY LOANS, SWINGLINE LOANS, AS THE CASE
MAY BE, OF SUCH LENDER, SUBSTANTIALLY IN THE FORMS OF EXHIBIT G-1, G-2 OR G-3,
RESPECTIVELY, WITH APPROPRIATE INSERTIONS AS TO DATE AND PRINCIPAL AMOUNT.
4.15.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION
HEREIN, IF