FUNDING SUCH AMOUNT, ON DEMAND, FROM THE RELEVANT BORROWERS WITH RESPECT TO SUCH
FOREIGN CURRENCY LOANS AND UK FOREIGN CURRENCY LOANS.
(E)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE
BEEN NOTIFIED IN WRITING BY THE BORROWERS PRIOR TO THE DATE OF ANY PAYMENT DUE
TO BE MADE BY THE BORROWERS HEREUNDER THAT THE BORROWERS WILL NOT MAKE SUCH
PAYMENT TO THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT
42
MAY ASSUME THAT THE BORROWERS ARE MAKING SUCH PAYMENT, AND THE ADMINISTRATIVE
AGENT MAY, BUT SHALL NOT BE REQUIRED TO, IN RELIANCE UPON SUCH ASSUMPTION, MAKE
AVAILABLE TO THE LENDERS OR THE LENDERS THEIR RESPECTIVE PRO RATA SHARES OF A
CORRESPONDING AMOUNT.
IF SUCH PAYMENT IS NOT MADE TO THE ADMINISTRATIVE AGENT
BY THE BORROWERS WITHIN THREE BUSINESS DAYS AFTER SUCH DUE DATE, THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER, ON DEMAND, FROM EACH LENDER
TO WHICH ANY AMOUNT WHICH WAS MADE AVAILABLE PURSUANT TO THE PRECEDING SENTENCE,
SUCH AMOUNT WITH INTEREST THEREON AT THE RATE PER ANNUM EQUAL TO (I) IN THE CASE
OF AMOUNTS DENOMINATED IN DOLLARS, THE DAILY AVERAGE FEDERAL FUNDS EFFECTIVE
RATE, AND (II) IN THE CASE OF AMOUNTS NOT DENOMINATED IN DOLLARS, THE AMOUNT
REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT TO BE THE COST TO IT OF
FUNDING SUCH AMOUNT.
NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE
ADMINISTRATIVE AGENT, OR ANY LENDER AGAINST THE BORROWERS; PROVIDED, THAT NO UK
BORROWER SHALL BE LIABLE FOR ANY OBLIGATIONS OF MONSTER WORLDWIDE.
4.9.
REQUIREMENTS OF LAW.
(A)
IF THE ADOPTION OF
OR ANY CHANGE IN ANY LAW OR IN THE OFFICIAL INTERPRETATION OR APPLICATION
THEREOF OR COMPLIANCE BY ANY LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR
NOT HAVING THE FORCE OF LAW) FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL
AUTHORITY MADE SUBSEQUENT TO THE DATE HEREOF OR IN THE CASE OF AN ASSIGNEE OR
PARTICIPANT, SUBSEQUENT TO THE DATE OF ASSIGNMENT OR PARTICIPATION:
(I)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE
ANY RESERVE, SPECIAL DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST
ASSETS HELD BY, DEPOSITS OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF,
ADVANCES, LOANS OR OTHER EXTENSIONS OF CREDIT BY, OR ANY OTHER ACQUISITION OF
FUNDS BY, ANY OFFICE OF SUCH LENDER (EXCEPT FOR THE REQUIREMENTS OF THE BANK OF
ENGLAND AND THE FINANCIAL SERVICES AUTHORITY OR THE EUROPEAN CENTRAL BANK
REFLECTED IN THE MANDATORY COST) THAT IS NOT OTHERWISE INCLUDED IN THE
DETERMINATION OF THE EUROCURRENCY RATE HEREUNDER; OR
(II)
RESULTS IN THE MANDATORY COST, AS
CALCULATED HEREUNDER, NOT TO REPRESENT THE COST TO ANY LENDER OF COMPLYING WITH
THE REQUIREMENTS OF THE BANK OF ENGLAND AND/OR THE FINANCIAL SERVICES AUTHORITY
OR THE EUROPEAN CENTRAL BANK IN RELATION TO ITS MAKING, FUNDING OR MAINTAINING
EUROCURRENCY RATE LOANS;
(III)
SHALL IMPOSE ON SUCH LENDER ANY OTHER
CONDITION; OR
(IV)
SHALL SUBJECT ANY LENDER TO ANY TAX OF ANY
KIND WHATSOEVER WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
CHANGE THE BASIS OF TAXATION OF PAYMENTS TO SUCH LENDER (EXCEPT FOR ANY