INTEREST ON ANY INDEBTEDNESS RELATING HERETO, ANY AMOUNT IN
EXCESS OF THE MAXIMUM AMOUNT OF INTEREST PERMISSIBLE UNDER APPLICABLE LAW.
IF
THE AGENT OR ANY ONE OR MORE OF THE LENDERS EVER RECEIVE, COLLECT OR APPLY ANY
SUCH EXCESS, IT SHALL BE DEEMED A PARTIAL REPAYMENT OF PRINCIPAL AND TREATED AS
SUCH; AND IF PRINCIPAL IS PAID IN FULL, ANY REMAINING EXCESS SHALL BE REFUNDED
TO THE APPLICABLE OBLIGOR.
THIS PARAGRAPH SHALL CONTROL EVERY OTHER PROVISION
HEREOF AND OF ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH.
SECTION 15.04.
PAYMENT OF EXPENSES.
ALL STATEMENTS, REPORTS, CERTIFICATES,
OPINIONS AND OTHER DOCUMENTS OR INFORMATION REQUIRED TO BE FURNISHED BY ANY
OBLIGOR TO AGENT OR ANY LENDER UNDER THIS FINANCING AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL BE SUPPLIED WITHOUT COST TO
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AGENT OR ANY LENDERS.
FIBERMARK SHALL PAY, ON DEMAND, WHETHER OR NOT THE
CLOSING DATE OCCURS, (1) ALL OUT-OF-POCKET EXPENSES OF AGENT AND LENDERS,
INCLUDING, WITHOUT LIMITATION, THE FEES AND DISBURSEMENTS OF DEWEY BALLANTINE
LLP, COUNSEL TO AGENT AND LENDERS, INCURRED IN CONNECTION WITH (A) THE
NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS, (B) ANY
WAIVER OF AMENDMENT OF, OR SUPPLEMENT OR MODIFICATION TO, THE LOAN DOCUMENTS AND
(C) THE REVIEW OF ANY OF THE OTHER AGREEMENTS, INSTRUMENTS OR DOCUMENTS REFERRED
TO IN THIS FINANCING AGREEMENT OR RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREBY INCLUDING, WITHOUT LIMITATION, ONGOING REVIEW OF ENVIRONMENTAL MATTERS;
(D) ALL COST ASSOCIATED WITH ALL POLICIES OF TITLE INSURANCE; (E) ALL COSTS AND
EXPENSES OF THE AGENT AND LENDERS (INCLUDING FEES AND DISBURSEMENTS OF LEGAL
COUNSEL) INCIDENT TO THE SUCCESSFUL ENFORCEMENT, COLLECTION, PROTECTION OR
PRESERVATION OF ANY RIGHT OR CLAIM OF AGENT OR LENDERS UNDER THE LOAN DOCUMENTS
(INCLUDING IN CONNECTION WITH ANY BANKRUPTCY OF AN OBLIGOR OR ANY APPEAL); (F)
ANY ASSIGNMENT OR PARTICIPATION BY A LENDER, DURING THE CONTINUATION OF AN EVENT
OF DEFAULT, OF ALL OR ANY PORTION OF ITS INTERESTS HEREUNDER; AND (G) (1) ALL
FEES AND EXPENSES INCURRED IN CONNECTION WITH THE PERFECTION OF THE LENDERS'
LIENS, ALL RECORDING FEES, MORTGAGE TAXES, SERVING COSTS, AND COSTS OF SEARCHES;
(2) THE COLLATERAL MANAGEMENT FEE; (3) THE DOCUMENTATION FEE; (4) THE FACILITY
FEE; AND (5) THE UNUSED LINE FEE.
SECTION 15.05.
INDEMNITY.
EACH OBLIGOR HEREBY JOINTLY AND SEVERALLY AGREES TO
INDEMNIFY THE LENDERS AND THE AGENT AND EACH OF THEIR AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, ATTORNEYS, CONSULTANTS AND AGENTS (COLLECTIVELY,
"INDEMNITEES") AND AGREES TO DEFEND AND HOLD THE INDEMNITEES HARMLESS FROM AND
AGAINST ANY AND ALL LOSS, DAMAGE, CLAIM, LIABILITY, INJURY, OBLIGATION, PENALTY,
ACTION, SUIT, COST, OR EXPENSE OF WHATSOEVER KIND OR NATURE, IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE BY REASON OF (A) ANY
INVESTIGATION, LITIGATION OR OTHER PROCEEDINGS (INCLUDING ANY THREATENED
INVESTIGATION, LITIGATION OR OTHER PROCEEDINGS) RELATING TO OR ARISING IN
CONNECTION WITH THIS FINANCING AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (BUT EXCLUDING ANY SUCH LOSSES,
LIABILITIES, CLAIMS OR DAMAGES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE PERSON TO