SECTION 14.07, (I) THE U.S. BORROWERS
(JOINTLY AND SEVERALLY) AGREE (AND THE APPLICABLE U.S. SUBSIDIARY GUARANTORS
AGREE), TO INDEMNIFY AND HOLD HARMLESS EACH U.S. FACILITY LENDER AND (II) THE
U.S. BORROWERS (JOINTLY AND SEVERALLY) OR THE CANADIAN BORROWERS (JOINTLY AND
SEVERALLY), AS APPLICABLE, AGREE (AND THE APPLICABLE SUBSIDIARY GUARANTORS
AGREE) TO PAY ANY ADDITIONAL AMOUNTS AND TO INDEMNIFY SUCH LENDER IN THE MANNER
SET FORTH IN SECTION 5.04(A) (WITHOUT REGARD TO THE IDENTITY OF THE JURISDICTION
REQUIRING THE DEDUCTION OR WITHHOLDING) IN RESPECT OF ANY AMOUNTS DEDUCTED OR
WITHHELD BY IT AS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE AS A RESULT OF
ANY CHANGES AFTER THE CLOSING DATE IN ANY APPLICABLE LAW, TREATY, GOVERNMENTAL
RULE, REGULATION, GUIDELINE OR ORDER, OR IN THE INTERPRETATION THEREOF, RELATING
TO THE DEDUCTING OR WITHHOLDING OF INCOME OR SIMILAR TAXES.
(C)
EACH CANADIAN FACILITY LENDER AGREES TO USE REASONABLE EFFORTS
(CONSISTENT WITH LEGAL AND REGULATORY RESTRICTIONS AND SUBJECT TO OVERALL POLICY
CONSIDERATIONS OF SUCH CANADIAN FACILITY LENDER) TO FILE ANY CERTIFICATE OR
DOCUMENT OR TO FURNISH TO THE RELEVANT CANADIAN BORROWER ANY INFORMATION, IN
EACH CASE, AS REASONABLY REQUESTED BY SUCH CANADIAN BORROWER THAT MAY BE
NECESSARY TO ESTABLISH ANY AVAILABLE EXEMPTION FROM, OR REDUCTION IN THE AMOUNT
OF, ANY TAXES; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 5.04(C) SHALL
REQUIRE A CANADIAN FACILITY LENDER TO DISCLOSE ANY CONFIDENTIAL INFORMATION
(INCLUDING, WITHOUT LIMITATION, ITS TAX RETURNS OR ITS CALCULATIONS).
(D)
IF ANY BORROWER OR LOAN PARTY PAYS ANY AMOUNT UNDER THIS
SECTION 5.04 TO A LENDER OR ANY OTHER PERSON AND SUCH LENDER DETERMINES IN ITS
SOLE DISCRETION THAT IT (OR ANY OF ITS AFFILIATES) HAS ACTUALLY RECEIVED OR
REALIZED IN CONNECTION THEREWITH ANY REFUND OR ANY REDUCTION OF ITS TAX
LIABILITIES IN OR WITH RESPECT TO THE TAXABLE YEAR IN WHICH THE ADDITIONAL
AMOUNT IS PAID (A "TAX BENEFIT"), SUCH LENDER SHALL PAY TO SUCH BORROWER AN
AMOUNT THAT THE LENDER SHALL, IN ITS SOLE DISCRETION, DETERMINE IS EQUAL TO THE
NET BENEFIT, AFTER TAX, WHICH WAS OBTAINED BY THE LENDER (OR ITS AFFILIATES) AS
A CONSEQUENCE OF SUCH TAX BENEFIT; PROVIDED, HOWEVER, THAT (I) ANY LENDER MAY
DETERMINE, IN ITS SOLE DISCRETION CONSISTENT WITH THE POLICIES OF SUCH LENDER,
WHETHER TO SEEK A TAX BENEFIT; (II) ANY TAXES THAT ARE IMPOSED ON A LENDER AS A
RESULT OF A DISALLOWANCE OR REDUCTION OF ANY TAX BENEFIT WITH RESPECT TO WHICH
SUCH LENDER HAS MADE A PAYMENT TO THE BORROWER PURSUANT TO THIS
SECTION 5.04(D) SHALL BE TREATED AS A TAX FOR WHICH THE BORROWER IS OBLIGATED TO
INDEMNIFY SUCH LENDER PURSUANT TO THIS SECTION 5.04 WITHOUT ANY EXCLUSIONS OR
DEFENSES; (III) NOTHING IN THIS SECTION 5.04(D) SHALL REQUIRE THE LENDER TO
DISCLOSE ANY CONFIDENTIAL INFORMATION TO THE BORROWER (INCLUDING, WITHOUT
LIMITATION, ITS TAX RETURNS); AND (IV) NO LENDER SHALL BE REQUIRED TO PAY ANY
AMOUNTS PURSUANT TO THIS SECTION 5.04(D) AT ANY TIME WHICH A DEFAULT OR EVENT OF
DEFAULT EXISTS.
(E)
EACH AGENT AND EACH LENDER THAT IS A U.S. PERSON WITHIN