Common use of Fees and Expenses; Indemnity Clause in Contracts

Fees and Expenses; Indemnity. (a) The fees, costs and expenses of the Escrow Agent for its services hereunder, all as set forth in the fee schedule attached hereto as Annex I, shall be borne by Sembcorp. Any fees and compensation payable to the Escrow Agent under this Agreement shall not be payable out of the Escrow Funds. (b) Sembcorp and Biwater, jointly and severally, shall reimburse and indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts (collectively, the “Indemnitees”) for, and hold them harmless against, any loss, damages, judgment, fine, penalty, claim, demand, settlement, action, suit, proceeding, litigation, investigation, cost or expense, including, but not limited to, reasonable attorneys’ fees and disbursements, reasonably incurred by the Indemnitees in connection with the Escrow Agent’s acceptance and administration of this Agreement and its performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided, that notwithstanding the foregoing, neither Sembcorp nor Biwater shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent’s bad faith, willful misconduct or gross negligence (each as determined by a final nonappealable order, judgment, decree or ruling of a court of competent jurisdiction). This Section 8 shall survive the termination of this Agreement and the resignation, removal or replacement of the Escrow Agent.

Fees and Expenses; Indemnity. RBC shall pay all of the fees (aas set forth on the Fee Schedule attached hereto as SCHEDULE B) The fees, costs and expenses of the Escrow Agent for its services hereunder, all hereunder as set forth in the fee schedule attached hereto as Annex I, shall be borne and when billed by Sembcorp. Any fees and compensation payable to the Escrow Agent under this Agreement shall not be payable out of the Escrow Funds. (b) Sembcorp Agent, and Biwater, jointly and severally, each shall reimburse and indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts (collectively, the “Indemnitees”) for, and hold them it harmless against, any loss, damages, judgment, fine, penalty, claim, demand, settlement, action, suit, proceeding, litigation, investigation, cost or expense, including, including but not limited to, to reasonable attorneys’ fees and disbursements' fees, reasonably incurred by the Indemnitees Escrow Agent in connection with the Escrow Agent’s acceptance and administration of this Agreement and its 's performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided, provided that notwithstanding the foregoing, neither Sembcorp nor Biwater RBC shall not be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent’s bad faith, 's willful misconduct or gross negligence (each as determined by a final nonappealable order, judgment, decree or ruling of a court of competent jurisdiction). This Section 8 shall survive the termination breach of this Agreement Agreement. Any such fees, expenses or indemnification obligations of RBC shall be paid directly to the Escrow Agent by RBC and the resignation, removal or replacement shall not be paid out of the Escrow AgentFund; provided, however, that the Escrow Agent shall be entitled to withhold from any amount payable to RBC pursuant to Section 5 the amount of any such fees, expenses or indemnity payments due and unpaid by RBC.

Fees and Expenses; Indemnity. (a) The fees, costs and expenses of the Escrow Agent for its services hereunder, including the preparation and delivery of all as set forth in Form 1099s and other documentation required to be delivered by the fee schedule attached hereto as Annex IInternal Revenue Service, shall be borne deducted by Sembcorp. Any fees and compensation payable to the Escrow Agent under this Agreement directly from the Escrow Fund prior to any payments or releases pursuant to Section 5; provided that in no event shall not be payable out such fees exceed [$5,000] per year. Each of Siemens and the Stockholders' Representative, on behalf of the Escrow Funds. (b) Sembcorp and Biwater, jointly and severallyholders of Company Common Stock, shall reimburse and indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts (collectively, the “Indemnitees”) for, and hold them it harmless against, any loss, damages, judgment, fine, penalty, claim, demand, settlement, action, suit, proceeding, litigation, investigation, cost or expense, including, including but not limited to, to reasonable attorneys’ fees and disbursements' fees, reasonably incurred by the Indemnitees Escrow Agent in connection with the Escrow Agent’s 's acceptance and administration of this Agreement and its performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided, provided that notwithstanding the foregoing, neither Sembcorp Siemens nor Biwater the Stockholders' Representative shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent’s bad faith, 's willful misconduct or gross negligence (each as determined by a final nonappealable order, judgment, decree or ruling of a court of competent jurisdiction). This Section 8 shall survive the termination breach of this Agreement and provided, further that in no event shall the resignationStockholders' Representative, removal or replacement on behalf of the holders of the Company Common Stock, be responsible to reimburse, indemnify or hold the Escrow AgentAgent harmless against any liabilities with respect to income Taxes which, for purposes of this Agreement, are the sole responsibility of Siemens as provided in Section 3(b).

Fees and Expenses; Indemnity. (a) The feesBorrower will promptly pay all costs of the Agent in preparing the Loan Documents and all actual, reasonable, out-of-pocket costs and expenses of the Escrow Agent for issuance of the Notes and of each Loan Party’s performance of and compliance with all agreements and conditions contained herein on its services hereunder, all as set forth in part to be performed or complied with and the fee schedule attached hereto as Annex I, shall be borne by Sembcorp. Any reasonable fees and compensation payable expenses and disbursements of counsel to the Escrow Agent under in connection with the preparation, execution and delivery, administration, interpretation and enforcement of this Agreement Agreement, the other Loan Documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Lenders and the Agent, the negotiation, preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument that is proposed but not executed and delivered) and with any claim or action threatened, made or brought against any of the Lenders or the Agent arising out of or relating to any extent to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby (other than a claim or action resulting from the gross negligence, willful misconduct, or intentional violation of law by the Agent and or the Lenders). Notwithstanding the above, Borrower shall not be payable out obligated under this Section 10.1(a) (but shall be obligated under Section 10.1(b) below, to the extent applicable) to indemnify Lenders for fees and expenses and disbursements of the Escrow Fundsseparate counsel to Lenders (other than Agent’s counsel). (b) Sembcorp In addition, the Borrower will promptly pay all actual, reasonable out-of-pocket costs and Biwaterexpenses (including, jointly without limitation, reasonable fees and severallydisbursements of counsel) suffered or incurred by each Lender in connection with its enforcement of the payment of the Notes or any other sum due to it under this Agreement or any of the other Loan Documents or any of its other rights hereunder or thereunder. In addition to the foregoing, the Borrower shall reimburse indemnify each Lender and indemnify the Escrow Agent and its affiliates and each of their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants agents and experts (collectively, the “Indemnitees”) forAffiliates against, and hold each of them harmless againstfrom, any loss, liabilities, damages, judgmentpenalties, fineclaims, penalty, claim, demand, settlement, action, suit, proceeding, litigation, investigation, cost or expense, including, but not limited to, costs and expenses (including reasonable attorneys’ fees and disbursements, reasonably ) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the Indemnitees execution, delivery and performance of each of the Loan Documents, the Loans and any and all transactions related to or consummated in connection with the Escrow Agent’s acceptance and administration of this Agreement and its performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided, that notwithstanding the foregoing, neither Sembcorp nor Biwater shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising Loans (other than as a result of the Escrow Agent’s bad faithgross negligence, willful misconduct or gross negligence intentional violation of law by the party seeking indemnification), including, without limitation, losses, liabilities, damages, penalties, claims, costs and expenses suffered or incurred by any Lender or the Agent or any of their respective directors, officers, employees, attorneys, agents or Affiliates arising out of or related to any Environmental Liability or Environmental Proceeding, or in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise against the Agent, the Lenders or any of their officers, directors, affiliates, agents or Affiliates, that is alleged to arise out of or is based upon: (each as determined i) any untrue statement or alleged untrue statement of any material adverse fact of any Loan Party and its affiliates in any document or schedule filed with the Securities and Exchange Commission or any other governmental body; (ii) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (iii) any acts, practices or omission or alleged acts, practices or omissions of any Loan Party or its .agents related to the making of any acquisition, purchase of shares or assets pursuant thereto, financing of such purchases or the consummation of any other transactions contemplated by a final nonappealable orderany such acquisitions that are alleged to be in violation of any federal securities law or of any other statute, judgmentregulation or other law of any jurisdiction applicable to the making of any such acquisition, decree the purchase of shares or ruling assets pursuant thereto, the financing of a court such purchases or the consummation of competent jurisdiction)the other transactions contemplated by any such acquisition; or (iv) any withdrawals, termination or cancellation of any such proposed acquisition for any reason whatsoever. This The indemnity set forth herein shall be in addition to any other obligations or liabilities of any Loan Party to the Agent and the Lenders hereunder, at common law or otherwise. The provisions of this Section 8 10.1 shall survive the payment of the Notes and the termination of this Agreement and the resignation, removal or replacement of the Escrow AgentAgreement.

Fees and Expenses; Indemnity. (a) The feesPledgor will, costs upon demand, pay to the Collateral Agent the amount of any and all reasonable fees and expenses (including, without limitation, the reasonable fees and disbursements of its counsel, of any investment banking firm, accountants, business broker or other selling agent and of any other such experts and agents retained by the Escrow Agent for its services hereunderCollateral Agent, all as including the allocated costs of inside counsel, which compensation, expenses and disbursements shall be set forth in the fee schedule attached hereto as Annex I, shall be borne by Sembcorp. Any fees and compensation payable sufficient written detail to the Escrow Pledgor) that the Collateral Agent under may incur in connection with (i) the preparation, execution and administration of this Agreement shall not Agreement, and any amendment thereto, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent and the Secured Parties hereunder or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof; except any such expense, disbursement or advance as may be found by a final and nonappealable decision of a court of competent jurisdiction to be attributable to the Collateral Agent's gross negligence or willful misconduct, including any and all recording and filing fees, or stamp, excise, sales or other taxes, which may be payable out or determined to be payable with respect to any of the Escrow FundsCollateral or in connection with any of the transactions contemplated hereby. (b) Sembcorp The Pledgor shall fully indemnify and Biwater, jointly and severally, shall reimburse and indemnify hold harmless each of the Escrow Collateral Agent and its affiliates each other Secured Party and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants servants and experts representatives (collectively, including the “Indemnitees”Trustee and any Additional Secured Debt Agent) forhereunder (individually an "Indemnity", and hold them harmless againstcollectively the "Indemnitees") from and against any and all costs, expenses, claims and liabilities of any loss, damages, judgment, fine, penalty, claim, demand, settlement, action, suit, proceeding, litigation, investigation, cost kind or expense, including, but not limited to, reasonable attorneys’ fees and disbursements, reasonably nature whatsoever incurred by the Indemnitees such Indemnitee, arising out of or in connection with the Escrow Agent’s acceptance execution, delivery, enforcement, performance and administration of this Agreement and its performance of its duties and obligations under this Agreement, as well as including (i) any and all recording and filing fees, or stamp, excise, sales or other taxes, which may be payable or determined to be payable with respect to any of the reasonable Collateral or in connection with any of the transactions contemplated hereby, (ii) the exercise by any Indemnitee of any right or remedy granted to it hereunder, and (iii) the costs and expenses of defending itself against any claim or liability relating to this Agreementin connection with the exercise or performance of any of its rights or remedies hereunder; providedunless such cost, that notwithstanding the foregoingexpense, neither Sembcorp nor Biwater claim or liability shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent’s bad faith, willful misconduct or gross negligence (each as determined found by a final and nonappealable order, judgment, decree or ruling decision of a court of competent jurisdiction). This Section 8 shall survive jurisdiction to be due to gross negligence or willful misconduct on the termination part of this Agreement and the resignation, removal or replacement of the Escrow Agentsuch Indemnitee.

Fees and Expenses; Indemnity. (a) The fees, costs CPW Stockholders shall be jointly and expenses severally liable to the Escrow Agent for the fees of the Escrow Agent for its services hereunder, all as set forth in the fee schedule attached hereto as Annex I, shall be borne by Sembcorp. Any fees and compensation payable to the Escrow Agent under this Agreement as and when billed to the Representative by the Escrow Agent. The Representative shall not be payable out entitled to reimbursement from Heafxxx xxx fees paid by the Representative to the extent such fees exceed $2,500 per year. Each of the Escrow Funds. (b) Sembcorp Representative and Biwater, Heafxxx xxxll be jointly and severally, shall severally liable to reimburse and indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directorsemployees, officers, managers, employees, directors and agents, attorneys, accountants and experts (collectively, the “Indemnitees”) for, and hold them it harmless against, any loss, liabilities, damages, judgment, fine, penalty, claim, demand, settlement, action, suit, proceeding, litigation, investigation, cost or expense, including, including but not limited to, to reasonable attorneys’ fees and disbursements' fees, reasonably incurred by the Indemnitees Escrow Agent in connection with the Escrow Agent’s acceptance and administration of this Agreement and its 's performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided, provided that notwithstanding the foregoing, neither Sembcorp nor Biwater none of such persons shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent’s bad faith, 's willful misconduct or gross negligence negligence. The Escrow Agent shall be entitled to recover the full amount of such losses, liabilities, damages, costs and expenses from any of the CPW Stockholders or Heafxxx; xxovided that in the event that any such person pays any such amount hereunder, the CPW Stockholders, on the one hand, and Heafxxx, xx the other, shall be entitled to reimbursement of one-half such amount from Heafxxx xx the CPW Stockholders (each as determined by a final nonappealable order, judgment, decree or ruling of a court of competent jurisdictionthe case may be). This Section 8 shall survive the termination of this Agreement and the resignation, removal or replacement of the Escrow Agent.The Escrow

Fees and Expenses; Indemnity. (a) The feesTALF LLC agrees to pay to the Administrator in accordance with the Waterfall, costs and expenses of the Escrow Agent such fees for its services hereunder, all as set forth in the fee schedule attached hereto as Annex I, shall are required to be borne by Sembcorp. Any fees and compensation payable paid pursuant to the Escrow Agent under this Agreement shall not be payable out of the Escrow FundsFee Letter. (b) Sembcorp and Biwater, jointly and severally, shall reimburse and TALF LLC agrees to indemnify the Escrow Agent Administrator and each of its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts Related Parties (collectively, the each such Person being called an “IndemniteesIndemnitee”) foragainst, and to hold them each Indemnitee harmless againstfrom, any lossand all losses, claims, damages, judgmentliabilities and related expenses, fineincluding reasonable counsel fees, penaltycharges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (A) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties thereto of their respective obligations hereunder or the (NY) 07865/007/LLC/SPV.Administration.Agt.doc consummation of the transactions contemplated hereby or (B) any claim, demand, settlement, action, suit, proceeding, litigation, investigationinvestigation or proceeding relating to the foregoing, cost whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by TALF LLC or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the bad faith, negligence or willful misconduct of such Indemnitee; provided further that TALF LLC shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (i) does not provide reasonably prompt notice to TALF LLC (with a copy to the Managing Member) of any claim for which indemnification is sought or (ii) admits any liability or incurs any significant expenses after receiving actual written notice of the claim (which is sufficiently specific to give reasonable notice of the existence of the claims and the expenses of such legal proceedings), or agrees to any settlement without the prior written consent of TALF LLC. TALF LLC may, in its sole discretion and at its expense, control the defense of the claim including, but not limited towithout limitation, reasonable attorneys’ fees and disbursements, reasonably incurred by designating counsel for the Indemnitees in connection with the Escrow Agent’s acceptance and administration controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of this Agreement and its performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreementclaim; provided, that notwithstanding if in the foregoing, neither Sembcorp nor Biwater reasonable determination of an Indemnitee there exists a conflict of interest by reason of common representation such Indemnitee shall have the right to appoint separate counsel. (c) All amounts payable under this Section shall be required payable in accordance with the Waterfall. Any request for payment under this Article 5 must be (i) for expenses incurred no later than two Business Days prior to indemnify the Escrow Agent for Payment Determination Date and (ii) received by TALF LLC and the Managing Member no later than the Payment Determination Date, so as to be paid in connection with payments to be made on the next succeeding Payment Date. (d) To the extent permitted by applicable law, no party shall assert, and each hereby waives, and no party shall have any such lossobligation with respect to, any claim against any other party, on any theory of liability, cost for special, indirect, exemplary, punitive or expense consequential damages of any kind whatsoever (including for lost profits) (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, or the transactions contemplated hereby. (e) Notwithstanding anything to the contrary herein, the provisions of this Section 5.05 shall remain operative and in full force and effect regardless of the Escrow Agent’s bad faithexpiration of the term of this Agreement, willful misconduct the consummation of the transactions contemplated hereby or gross negligence (each as determined by a final nonappealable orderthe Credit Agreement, judgmentthe repayment of any of the Secured Obligations, decree the invalidity or ruling unenforceability of a court of competent jurisdiction). This Section 8 shall survive the termination any term or provision of this Agreement and or the resignation, removal Credit Agreement or replacement any other Transaction Document or any investigation made by or on behalf of the Escrow AgentLenders, TALF LLC, the Managing Member or the Controlling Party. (NY) 07865/007/LLC/SPV.Administration.Agt.doc

Fees and Expenses; Indemnity. (a) The fees, costs Representative and expenses Heafxxx xxxll each be liable to the Escrow Agent for one-half of the fees of the Escrow Agent for its services hereunder, all as set forth in the fee schedule attached hereto as Annex I, shall be borne by Sembcorp. Any fees and compensation payable to the Escrow Agent under this Agreement shall not be payable out as and when billed to the Representative and Heafxxx xx the Escrow Agent. Each of the Escrow Funds. (b) Sembcorp Representative, the Company Stockholders and Biwater, Heafxxx xxxll be jointly and severally, shall severally liable to reimburse and indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directorsemployees, officers, managers, employees, directors and agents, attorneys, accountants and experts (collectively, the “Indemnitees”) for, and hold them it harmless against, any loss, liabilities, damages, judgment, fine, penalty, claim, demand, settlement, action, suit, proceeding, litigation, investigation, cost or expense, including, including but not limited to, to reasonable attorneys’ fees and disbursements' fees, reasonably incurred by the Indemnitees Escrow Agent in connection with the Escrow Agent’s acceptance and administration of this Agreement and its 's performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided, provided that notwithstanding the foregoing, neither Sembcorp nor Biwater none of such persons shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent’s bad faith, 's willful misconduct or gross negligence (each as determined by a final nonappealable ordernegligence. The Escrow Agent shall be entitled to recover the full amount of such losses, judgmentliabilities, decree or ruling of a court of competent jurisdiction). This Section 8 shall survive the termination of this Agreement and the resignation, removal or replacement of the Escrow Agent.damages,