INCURRED IN CONNECTION WITH THE CONVERSION OF
ANY LETTER OF CREDIT DENOMINATED IN A FOREIGN CURRENCY PURSUANT TO THE TERMS OF
THIS AGREEMENT, AND (E) TO PAY, INDEMNIFY, AND HOLD EACH LENDER AND AGENT AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, TRUSTEES,
ADVISORS AND CONTROLLING PERSONS (EACH, AN "INDEMNITEE") HARMLESS FROM AND
AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR
NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT,
PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND
ANY SUCH OTHER DOCUMENTS, INCLUDING ANY OF THE FOREGOING RELATING TO THE USE OF
PROCEEDS OF THE LOANS OR THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY
UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF ANY BORROWER OR ANY
OF THE PROPERTIES AND THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL IN
CONNECTION WITH CLAIMS, ACTIONS OR PROCEEDINGS BY ANY INDEMNITEE AGAINST ANY
LOAN PARTY UNDER ANY LOAN DOCUMENT (ALL THE FOREGOING IN THIS CLAUSE (E),
COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), PROVIDED, THAT MONSTER WORLDWIDE
SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED
LIABILITIES OF SUCH INDEMNITEE TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARE
FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION
TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNITEE.
WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH BORROWER AGREES NOT TO ASSERT AND TO CAUSE ITS SUBSIDIARIES
NOT TO ASSERT, AND HEREBY WAIVES AND AGREES TO CAUSE ITS SUBSIDIARIES TO WAIVE,
ALL RIGHTS FOR CONTRIBUTION OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL
CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND
EXPENSES OF WHATEVER KIND OR NATURE, UNDER OR RELATED TO ENVIRONMENTAL LAWS,
THAT ANY OF THEM MAY HAVE BY STATUTE OR OTHERWISE AGAINST ANY INDEMNITEE, EXCEPT
TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNITEE.
ALL AMOUNTS DUE UNDER THIS SECTION 11.5 SHALL BE PAYABLE NOT LATER
THAN TWENTY DAYS AFTER WRITTEN DEMAND THEREFOR.
STATEMENTS PAYABLE BY MONSTER
WORLDWIDE PURSUANT TO THIS SECTION 11.5 SHALL BE SUBMITTED TO DAVID TRAPANI
(TELEPHONE NO. 212-351-7106) (TELECOPY NO. 917-256-8306), AT THE ADDRESS OF
MONSTER WORLDWIDE SET FORTH IN SECTION 11.2, OR TO SUCH OTHER PERSON OR ADDRESS
AS MAY BE HEREAFTER DESIGNATED BY MONSTER WORLDWIDE IN A WRITTEN NOTICE TO THE
ADMINISTRATIVE AGENT.
THE AGREEMENTS IN THIS SECTION 11.5 SHALL SURVIVE
REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
11.6.
SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND
ASSIGNMENTS.
(A)
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS PERMITTED HEREBY (INCLUDING ANY AFFILIATE OF THE ISSUING LENDER THAT
ISSUES ANY LETTER OF CREDIT), EXCEPT THAT (I) THE BORROWERS MAY NOT ASSIGN OR
OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF EACH LENDER (AND ANY ATTEMPTED ASSIGNMENT OR TRANSFER BY