OTHER LENDER, IF ANY, IN RESPECT OF THE OBLIGATIONS
OWING TO SUCH OTHER LENDER, SUCH BENEFITED LENDER SHALL PURCHASE FOR CASH FROM
THE OTHER LENDERS A PARTICIPATING INTEREST IN SUCH PORTION OF THE OBLIGATIONS
OWING TO EACH SUCH OTHER LENDER, OR SHALL PROVIDE SUCH OTHER LENDERS WITH THE
BENEFITS OF ANY SUCH COLLATERAL, AS SHALL BE NECESSARY TO CAUSE SUCH BENEFITED
LENDER TO SHARE THE EXCESS PAYMENT OR BENEFITS OF SUCH COLLATERAL RATABLY WITH
EACH OF THE LENDERS; PROVIDED, HOWEVER, THAT IF ALL OR ANY PORTION OF SUCH
EXCESS PAYMENT OR BENEFITS IS THEREAFTER RECOVERED FROM SUCH BENEFITED LENDER,
SUCH PURCHASE SHALL BE RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED,
TO THE EXTENT OF SUCH RECOVERY, BUT WITHOUT INTEREST.
(B)
IN ADDITION TO ANY RIGHTS AND REMEDIES OF
THE LENDERS PROVIDED BY LAW, EACH LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR
NOTICE TO MONSTER WORLDWIDE, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY MONSTER
WORLDWIDE TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPON ANY AMOUNT BECOMING
DUE AND PAYABLE BY MONSTER WORLDWIDE HEREUNDER (WHETHER AT THE STATED MATURITY,
BY ACCELERATION OR OTHERWISE), TO SET OFF AND APPROPRIATE AND APPLY AGAINST SUCH
AMOUNT ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR
FINAL), IN ANY CURRENCY, AND ANY OTHER CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY
CURRENCY, IN EACH CASE WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT,
MATURED OR UNMATURED, AT ANY TIME HELD OR OWING BY SUCH LENDER OR ANY BRANCH OR
AGENCY THEREOF TO OR FOR THE CREDIT OR THE ACCOUNT OF MONSTER WORLDWIDE.
EACH
LENDER AGREES PROMPTLY TO NOTIFY MONSTER WORLDWIDE AND THE ADMINISTRATIVE AGENT
AFTER ANY SUCH SETOFF AND APPLICATION MADE BY SUCH LENDER, PROVIDED THAT THE
FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SETOFF AND
APPLICATION.
90
11.8.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY
ONE OR MORE OF THE PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE
COUNTERPARTS, AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED SIGNATURE PAGE
OF THIS AGREEMENT BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART HEREOF.
A SET OF THE COPIES OF THIS AGREEMENT
SIGNED BY ALL THE PARTIES SHALL BE LODGED WITH EACH BORROWER AND THE
ADMINISTRATIVE AGENT.
11.9.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT THAT
IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
11.10.
INTEGRATION.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE INTENDED BY THE PARTIES AS THE FINAL, COMPLETE AND EXCLUSIVE
STATEMENT OF THE TRANSACTIONS EVIDENCED BY THIS AGREEMENT.
ALL PRIOR OR
CONTEMPORANEOUS PROMISES, AGREEMENTS, AND UNDERSTANDINGS, WHETHER ORAL OR
WRITTEN, ARE DEEMED TO BE SUPERCEDED BY THIS AGREEMENT, AND NO PARTY IS RELYING
ON ANY PROMISE, AGREEMENT OR