FOR THE ACCOUNT OF A
NON-US LENDER, TOGETHER WITH ANY INFORMATION, IF ANY, SUCH LENDER CHOOSES TO
TRANSMIT WITH SUCH FORM, AND ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION
REQUIRED UNDER THE INTERNAL REVENUE CODE OR THE REGULATIONS ISSUED THEREUNDER,
TO ESTABLISH THAT SUCH LENDER IS NOT ACTING FOR ITS OWN ACCOUNT WITH RESPECT TO
A PORTION OF ANY SUCH SUMS PAYABLE TO SUCH LENDER.
(IV)
TREATMENT OF CERTAIN REFUNDS.
IF THE ADMINISTRATIVE AGENT, OR ANY
LENDER, DETERMINES THAT IT HAS RECEIVED A REFUND OF ANY INDEMNIFIED TAXES AS TO
WHICH THE LOAN PARTIES HAVE PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SUBSECTION
2.7B, IT SHALL PAY TO THE LOAN PARTIES AN AMOUNT EQUAL TO SUCH REFUND (BUT ONLY
TO THE EXTENT OF ADDITIONAL AMOUNTS PAID BY THE LOAN PARTIES UNDER THIS
SUBSECTION WITH RESPECT TO THE TAXES GIVING RISE TO SUCH REFUND), NET OF ALL
REASONABLE OUT-OF-POCKET EXPENSES OF SUCH LENDER OR ADMINISTRATIVE AGENT, AS THE
CASE MAY BE, AND WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT
GOVERNMENTAL AUTHORITY WITH RESPECT TO SUCH REFUND); PROVIDED THAT SUCH LOAN
PARTY, UPON THE REQUEST OF SUCH LENDER, OR ADMINISTRATIVE AGENT, AS THE CASE MAY
BE, AGREES TO REPAY THE AMOUNT PAID OVER TO THE LOAN PARTY TO SUCH LENDER OR
ADMINISTRATIVE AGENT IN THE EVENT THE SUCH LENDER OR ADMINISTRATIVE AGENT IS
REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY AND SUCH LENDER OR
ADMINISTRATIVE AGENT DELIVERS TO SUCH LOAN PARTY PROOF OF SUCH REQUIRED
REPAYMENT.
64
C.
CAPITAL ADEQUACY ADJUSTMENT.
IF ANY LENDER SHALL HAVE DETERMINED
THAT THE ADOPTION, EFFECTIVENESS, PHASE-IN OR APPLICABILITY AFTER THE DATE
HEREOF OF ANY LAW, RULE OR REGULATION (OR ANY PROVISION THEREOF) REGARDING
CAPITAL ADEQUACY, OR ANY CHANGE THEREIN OR IN THE INTERPRETATION OR
ADMINISTRATION THEREOF BY ANY GOVERNMENT AUTHORITY CHARGED WITH THE
INTERPRETATION OR ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY LENDER WITH ANY
GUIDELINE, REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY (WHETHER OR NOT
HAVING THE FORCE OF LAW) OF ANY SUCH GOVERNMENT AUTHORITY, IN EACH CASE, AFTER
THE DATE HEREOF OR, IF LATER, THE DATE ON WHICH SUCH LENDER BECAME A LENDER, HAS
OR WOULD HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON THE CAPITAL OF SUCH
LENDER OR ANY PERSON CONTROLLING SUCH LENDER AS A CONSEQUENCE OF, OR WITH
REFERENCE TO, SUCH LENDER'S LOANS OR COMMITMENTS OR LETTERS OF CREDIT OR
PARTICIPATIONS THEREIN OR OTHER OBLIGATIONS HEREUNDER WITH RESPECT TO THE LOANS
OR THE LETTERS OF CREDIT TO A LEVEL BELOW THAT WHICH SUCH LENDER OR SUCH
CONTROLLING PERSON COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION, EFFECTIVENESS,
PHASE-IN, APPLICABILITY, CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION THE
POLICIES OF SUCH LENDER OR SUCH CONTROLLING CORPORATION WITH REGARD TO CAPITAL
ADEQUACY), THEN FROM TIME TO TIME, WITHIN FIVE BUSINESS DAYS AFTER RECEIPT BY
COMPANY FROM SUCH LENDER OF THE STATEMENT REFERRED TO IN SUBSECTION 2.9A,
COMPANY SHALL PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL
COMPENSATE SUCH LENDER OR SUCH CONTROLLING PERSON ON AN AFTER-TAX BASIS