TO MONSTER
WORLDWIDE OR IF FOR ANY OTHER REASON, AS DETERMINED BY THE SWINGLINE LENDER IN
ITS SOLE DISCRETION, REVOLVING LOANS MAY NOT BE MADE AS CONTEMPLATED BY
SECTION 2.4(B), EACH REVOLVING LENDER SHALL, ON THE DATE SUCH REVOLVING LOAN WAS
TO HAVE BEEN MADE PURSUANT TO THE NOTICE REFERRED TO IN SECTION 2.4(B) (THE
"REFUNDING DATE"), PURCHASE FOR CASH AN UNDIVIDED PARTICIPATING INTEREST IN THE
THEN OUTSTANDING SWINGLINE LOANS BY PAYING TO THE SWINGLINE LENDER AN AMOUNT
(THE "SWINGLINE PARTICIPATION AMOUNT") EQUAL TO (I) SUCH REVOLVING LENDER'S
REVOLVING PERCENTAGE TIMES (II) THE SUM OF THE AGGREGATE PRINCIPAL AMOUNT OF
SWINGLINE LOANS THEN OUTSTANDING THAT WERE TO HAVE BEEN REPAID WITH SUCH
REVOLVING LOANS.
(D)
WHENEVER, AT ANY TIME AFTER THE SWINGLINE
LENDER HAS RECEIVED FROM ANY REVOLVING LENDER SUCH LENDER'S SWINGLINE
PARTICIPATION AMOUNT, THE SWINGLINE LENDER RECEIVES ANY PAYMENT ON ACCOUNT OF
THE SWINGLINE LOANS, THE SWINGLINE LENDER WILL DISTRIBUTE TO SUCH LENDER ITS
SWINGLINE PARTICIPATION AMOUNT (APPROPRIATELY ADJUSTED, IN THE CASE OF INTEREST
PAYMENTS, TO REFLECT THE PERIOD OF TIME DURING WHICH SUCH LENDER'S PARTICIPATING
INTEREST WAS OUTSTANDING AND FUNDED AND, IN THE CASE OF PRINCIPAL AND INTEREST
PAYMENTS, TO REFLECT SUCH LENDER'S PRO RATA PORTION OF SUCH PAYMENT IF SUCH
PAYMENT IS NOT SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON ALL SWINGLINE
LOANS THEN DUE); PROVIDED, HOWEVER, THAT IN THE EVENT THAT SUCH PAYMENT RECEIVED
BY THE SWINGLINE LENDER IS REQUIRED TO BE RETURNED, SUCH REVOLVING LENDER WILL
RETURN TO THE SWINGLINE LENDER ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED TO IT
BY THE SWINGLINE LENDER.
(E)
EACH REVOLVING LENDER'S OBLIGATION TO MAKE
THE LOANS REFERRED TO IN SECTION 2.4(B) AND TO PURCHASE PARTICIPATING INTERESTS
PURSUANT TO SECTION 2.4(C) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE
AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (I) ANY SETOFF, COUNTERCLAIM,
RECOUPMENT, DEFENSE OR OTHER RIGHT THAT SUCH REVOLVING LENDER OR MONSTER
WORLDWIDE MAY HAVE AGAINST THE SWINGLINE LENDER, THE BORROWERS OR ANY OTHER
PERSON FOR ANY REASON WHATSOEVER; (II) THE OCCURRENCE OR CONTINUANCE OF A
DEFAULT OR AN EVENT OF DEFAULT OR THE FAILURE TO SATISFY ANY OF THE OTHER
CONDITIONS SPECIFIED IN SECTION 6; (III) ANY ADVERSE CHANGE IN THE CONDITION
(FINANCIAL OR OTHERWISE) OF THE BORROWERS; (IV) ANY BREACH OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT BY THE BORROWERS, ANY OTHER LOAN PARTY OR ANY OTHER
REVOLVING LENDER; OR (V) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER,
WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING, PROVIDED, HOWEVER, THAT NO
REVOLVING LENDER SHALL BE REQUIRED TO MAKE LOANS OR PURCHASE PARTICIPATIONS
PURSUANT TO THIS SECTION 2.4 IF, AS A RESULT THEREOF, ITS REVOLVING
27
EXTENSIONS OF CREDIT WILL EXCEED ITS COMMITMENT THEN IN EFFECT OR IN EFFECT
IMMEDIATELY PRECEDING ITS TERMINATION.
2.5.
COMMITMENT FEES, ETC.
(A)
MONSTER WORLDWIDE
AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH REVOLVING
LENDER A COMMITMENT FEE FOR THE PERIOD FROM AND INCLUDING THE RESTATEMENT
CLOSING DATE TO THE LAST DAY OF THE REVOLVING COMMITMENT PERIOD, COMPUTED AT