CHANGE
IN THE RATE OF TAXATION);
AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE COST TO SUCH LENDER,
BY AN AMOUNT THAT SUCH LENDER DEEMS TO BE MATERIAL, OF MAKING, CONVERTING INTO,
CONTINUING OR MAINTAINING EUROCURRENCY LOANS OR ISSUING OR PARTICIPATING IN
LETTERS OF CREDIT OR PARTICIPATING IN FOREIGN CURRENCY LOANS OR UK FOREIGN
CURRENCY LOANS, OR TO REDUCE ANY AMOUNT RECEIVABLE HEREUNDER IN RESPECT THEREOF,
THEN, IN ANY SUCH CASE, MONSTER WORLDWIDE SHALL PROMPTLY PAY SUCH LENDER, UPON
ITS DEMAND, ANY ADDITIONAL AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER FOR SUCH
INCREASED COST OR REDUCED AMOUNT RECEIVABLE.
IF ANY LENDER BECOMES ENTITLED TO
CLAIM ANY ADDITIONAL AMOUNTS PURSUANT TO THIS PARAGRAPH, IT SHALL PROMPTLY
NOTIFY THE BORROWERS (WITH A COPY TO THE ADMINISTRATIVE AGENT) OF THE EVENT BY
REASON OF WHICH IT HAS BECOME SO ENTITLED.
43
(B)
IF ANY LENDER SHALL HAVE DETERMINED THAT THE
ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW REGARDING CAPITAL ADEQUACY
OR IN THE INTERPRETATION OR APPLICATION THEREOF OR COMPLIANCE BY SUCH LENDER OR
ANY CORPORATION CONTROLLING SUCH LENDER WITH ANY REQUEST OR DIRECTIVE REGARDING
CAPITAL ADEQUACY (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL
AUTHORITY MADE SUBSEQUENT TO THE DATE HEREOF SHALL HAVE THE EFFECT OF REDUCING
THE RATE OF RETURN ON SUCH LENDER'S OR SUCH CORPORATION'S CAPITAL AS A
CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER OR UNDER OR IN RESPECT OF ANY LETTER OF
CREDIT TO A LEVEL BELOW THAT WHICH SUCH LENDER OR SUCH CORPORATION COULD HAVE
ACHIEVED BUT FOR SUCH ADOPTION, CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION
SUCH LENDER'S OR SUCH CORPORATION'S POLICIES WITH RESPECT TO CAPITAL ADEQUACY)
BY AN AMOUNT DEEMED BY SUCH LENDER TO BE MATERIAL, THEN FROM TIME TO TIME, AFTER
SUBMISSION BY SUCH LENDER TO MONSTER WORLDWIDE (WITH A COPY TO THE
ADMINISTRATIVE AGENT) OF A WRITTEN REQUEST THEREFOR, MONSTER WORLDWIDE SHALL PAY
TO SUCH LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH LENDER
OR SUCH CORPORATION FOR SUCH REDUCTION; PROVIDED THAT MONSTER WORLDWIDE SHALL
NOT BE REQUIRED TO COMPENSATE A LENDER PURSUANT TO THIS PARAGRAPH FOR ANY
AMOUNTS INCURRED MORE THAN SIX MONTHS PRIOR TO THE DATE THAT SUCH LENDER
NOTIFIES MONSTER WORLDWIDE OF SUCH LENDER'S INTENTION TO CLAIM COMPENSATION
THEREFOR; AND PROVIDED, FURTHER, THAT, IF THE CIRCUMSTANCES GIVING RISE TO SUCH
CLAIM HAVE A RETROACTIVE EFFECT, THEN SUCH SIX-MONTH PERIOD SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF SUCH RETROACTIVE EFFECT.
(C)
IF ANY GOVERNMENTAL AUTHORITY OF THE
JURISDICTION OF ANY FOREIGN CURRENCY (OR ANY OTHER JURISDICTION IN WHICH THE
FUNDING OPERATIONS OF ANY LENDER SHALL BE CONDUCTED WITH RESPECT TO SUCH FOREIGN
CURRENCY) SHALL HAVE IN EFFECT ANY RESERVE, LIQUID ASSET OR SIMILAR REQUIREMENT
WITH RESPECT TO ANY CATEGORY OF DEPOSITS OR LIABILITIES CUSTOMARILY USED TO FUND
LOANS IN SUCH FOREIGN CURRENCY, OR BY REFERENCE TO WHICH INTEREST RATES
APPLICABLE TO LOANS IN SUCH FOREIGN CURRENCY ARE DETERMINED, AND THE RESULT OF
SUCH REQUIREMENT SHALL BE TO INCREASE THE COST TO SUCH