LATER THAN THE EARLIER OF (X) THE FIRST ANNIVERSARY
OF ITS DATE OF ISSUANCE AND (Y) FIVE BUSINESS DAYS PRIOR TO THE REVOLVING
TERMINATION DATE, PROVIDED THAT ANY LETTER OF CREDIT (OTHER THAN A BANK
GUARANTEE) WITH A ONE-YEAR TERM MAY PROVIDE FOR THE
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AUTOMATIC EXTENSION THEREOF FOR ADDITIONAL ONE-YEAR PERIODS (WHICH, IN EACH
CASE, SHALL IN NO EVENT EXTEND BEYOND THE DATE REFERRED TO IN CLAUSE (Y)
ABOVE).
EACH BANK GUARANTEE SHALL (I) BE DENOMINATED IN BRITISH POUNDS
STERLING, AND (II) EXPIRE NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE
REVOLVING TERMINATION DATE.
(B)
NO ISSUING LENDER SHALL AT ANY TIME ISSUE
ANY LETTER OF CREDIT HEREUNDER IF SUCH ISSUANCE WOULD CONFLICT WITH, OR CAUSE
SUCH ISSUING LENDER OR ANY L/C PARTICIPANT TO EXCEED ANY LIMITS IMPOSED BY, ANY
APPLICABLE REQUIREMENT OF LAW.
2.8.
PROCEDURE FOR ISSUANCE OF LETTER OF CREDIT.
MONSTER WORLDWIDE MAY FROM TIME TO TIME REQUEST THAT AN ISSUING LENDER ISSUE A
LETTER OF CREDIT BY DELIVERING TO SUCH ISSUING LENDER AT ITS ADDRESS FOR NOTICES
SPECIFIED HEREIN (WITH A COPY TO THE ADMINISTRATIVE AGENT) AN APPLICATION
THEREFOR, COMPLETED TO THE SATISFACTION OF SUCH ISSUING LENDER, AND SUCH OTHER
CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION AS SUCH ISSUING LENDER
MAY REQUEST.
UPON RECEIPT OF CONFIRMATION FROM THE ADMINISTRATIVE AGENT THAT
AFTER GIVING EFFECT TO THE REQUESTED ISSUANCE, THE AVAILABLE REVOLVING
COMMITMENTS WOULD NOT BE LESS THAN ZERO, SUCH ISSUING LENDER WILL PROCESS SUCH
APPLICATION AND THE CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION
DELIVERED TO IT IN CONNECTION THEREWITH IN ACCORDANCE WITH ITS CUSTOMARY
PROCEDURES AND SHALL PROMPTLY ISSUE THE LETTER OF CREDIT REQUESTED THEREBY (BUT
IN NO EVENT SHALL SUCH ISSUING LENDER BE REQUIRED TO ISSUE ANY LETTER OF CREDIT
EARLIER THAN THREE BUSINESS DAYS AFTER ITS RECEIPT OF THE APPLICATION THEREFOR
AND ALL SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION
RELATING THERETO) BY ISSUING THE ORIGINAL OF SUCH LETTER OF CREDIT TO THE
BENEFICIARY THEREOF OR AS OTHERWISE MAY BE AGREED TO BY SUCH ISSUING LENDER AND
MONSTER WORLDWIDE.
EACH ISSUING LENDER SHALL FURNISH A COPY OF SUCH LETTER OF
CREDIT TO MONSTER WORLDWIDE (WITH A COPY TO THE ADMINISTRATIVE AGENT) PROMPTLY
FOLLOWING THE ISSUANCE THEREOF, AND THE ADMINISTRATIVE AGENT SHALL IN TURN
PROMPTLY FURNISH TO THE LENDERS, NOTICE OF THE ISSUANCE OF EACH LETTER OF CREDIT
ISSUED BY SUCH ISSUING LENDER (INCLUDING THE AMOUNT THEREOF).
2.9.
FEES AND OTHER CHARGES.
(A)
MONSTER
WORLDWIDE WILL PAY A FEE ON ALL OUTSTANDING AMOUNTS OF THE LETTERS OF CREDIT
(USING THE STATED AMOUNT OF SUCH LETTER OF CREDIT, PROVIDED HOWEVER, WITH
RESPECT TO ANY LETTER OF CREDIT THAT BY ITS TERMS OR THE TERMS OF ANY ISSUER
DOCUMENT RELATED THERETO, PROVIDES FOR ONE OR MORE AUTOMATIC INCREASES IN THE
STATED AMOUNT THEREOF, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL EQUAL THE
DOLLAR EQUIVALENT OF THE STATED AMOUNT OF SUCH LETTER OF CREDIT AND SHALL ONLY
GIVE EFFECT TO ANY SUCH INCREASE IN THE STATED AMOUNT THEREOF TO THE EXTENT