Lender in no better or
worse position than it would have been in if the payment of such additional
amount had not been required.
(net of all out-of-pocket expenses of such
Administrative Agent, such Lender or the Issuing Bank, as the case may be);
provided that the Borrowers upon the request of either Administrative Agent,
such Lender or the Issuing Bank agrees to repay the amount paid over to the
Borrowers (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event Governmental Authority successfully
challenges such tax credits or other tax benefits.
THIS SECTION SHALL NOT BE CONSTRUED TO REQUIRE EITHER ADMINISTRATIVE AGENT, ANY
LENDER OR THE ISSUING BANK TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER
INFORMATION RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO BORROWERS OR
ANY OTHER PERSON.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL
ANY ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK BE REQUIRED TO PAY ANY
AMOUNT TO BORROWERS THE PAYMENT OF WHICH WOULD PLACE SUCH LENDER, SUCH
ADMINISTRATIVE AGENT OR THE ISSUING BANK IN A LESS FAVORABLE NET AFTER-TAX
POSITION THAN SUCH LENDER, SUCH ADMINISTRATIVE AGENT OR THE ISSUING BANK WOULD
HAVE BEEN IN IF THE ADDITIONAL AMOUNTS GIVING RISE TO SUCH REFUND OF ANY
INDEMNIFIED TAXES OR OTHER TAXES HAD NEVER BEEN PAID.
(G)
UPON THE REASONABLE REQUEST OF THE CANADIAN BORROWER, AND AT THE
CANADIAN BORROWER'S EXPENSE, A CANADIAN LENDER SHALL USE ITS REASONABLE EFFORTS
TO CO-OPERATE WITH THE CANADIAN BORROWER WITH A VIEW TO OBTAINING A REFUND OF
ANY TAX WHICH IS NOT, IN THE CANADIAN BORROWER'S REASONABLE OPINION, CORRECTLY
OR LEGALLY IMPOSED AND FOR WHICH THE CANADIAN BORROWER HAS INDEMNIFIED THE
CANADIAN LENDER UNDER THIS AGREEMENT, IF OBTAINING SUCH REFUND WOULD NOT, IN THE
SOLE JUDGMENT OF THE CANADIAN LENDER, BE DISADVANTAGEOUS TO THE CANADIAN LENDER;
PROVIDED THAT NOTHING IN THIS CLAUSE SHALL BE CONSTRUED TO REQUIRE THE CANADIAN
LENDER TO INSTITUTE ANY ADMINISTRATIVE PROCEEDING (OTHER THAN THE FILING OF A
CLAIM FOR ANY SUCH REFUND) OR JUDICIAL PROCEEDING TO OBTAIN ANY SUCH REFUND.
IF
SUCH CANADIAN LENDER SHALL RECEIVE A REFUND FROM A TAXING AUTHORITY (AS A RESULT
OF ANY ERROR IN THE IMPOSITION OF TAXES BY SUCH TAXING AUTHORITY) OR ANY TAXES
PAID BY THE CANADIAN BORROWER PURSUANT TO THIS AGREEMENT, THE CANADIAN LENDER
SHALL PROMPTLY PAY TO THE CANADIAN BORROWER THE AMOUNT SO RECEIVED, LESS ANY
TAXES IMPOSED ON THE CANADIAN LENDER AS A RESULT OF SUCH AMOUNT AND NET
OUT-OF-POCKET EXPENSES PROVIDED THAT THE CANADIAN LENDER SHALL ONLY BE REQUIRED
TO PAY THE CANADIAN BORROWER SUCH AMOUNTS AS THE CANADIAN LENDER DETERMINES ARE
ATTRIBUTABLE TO TAXES PAID BY THE CANADIAN BORROWER.
IN THE EVENT THAT THE
CANADIAN LENDER IS REQUIRED TO REPAY THE AMOUNT OF SUCH REFUND (INCLUDING
INTEREST, IF ANY), THE CANADIAN BORROWER, UPON THE REQUEST OF THE CANADIAN
LENDER, AGREES TO PROMPTLY RETURN TO THE CANADIAN LENDER THE AMOUNT OF SUCH
REFUND AND INTEREST, IF ANY (PLUS PENALTIES, INTEREST AND OTHER CHARGES IMPOSED