Certain Expenses. This Section 16 will apply only to expenses that # are otherwise described in one or more of its subsections and # are incurred at any time from the Effective Date through the fifth anniversary of Executive’s death.

Certain Environmental Accruals and Expenses. Adjusted Capital as of each quarter end used in calculating Average Adjusted Capital for any fiscal year of the Performance Period and Adjusted Net Income for each fiscal year during the Performance Period shall be adjusted to eliminate the impact of any changes in environmental liabilities recorded for investigation and remediation costs and natural resource or other damage claims and any fines, penalties, indemnities, fees, costs and other expenses incurred in connection with or resulting from the Portland Harbor Superfund Site and the other environmental matters listed as adjustments in the Company’s Fiscal 2020 Operating Targets Environmental Adjustments document dated November 14, 2019, which document is available for review from the Company’s Legal Division (net of any insurance or other reimbursements thereof).

Certain Expenses. The Company agrees to pay, as incurred, [[Organization B:Organization]] fullest extent permitted by law, or indemnify the Executive if such payment is not legally permitted, for all legal fees and expenses that the Executive may in good faith incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of or liability under, or otherwise involving, any provision of this Agreement; provided, however, that the Executive shall reimburse the Company for all such payments made by the Company in connection with a contest by the Company if a court of competent jurisdiction or an arbitrator shall find that the Executive did not act in good faith in connection with such contest.

Certain Expenses. The Company agrees to pay, as incurred, [[Organization B:Organization]] fullest extent permitted by law, or indemnify the Executive if such payment is not legally permitted, for all legal fees and expenses that the Executive may in good faith incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of or liability under, or otherwise involving, any provision of this Agreement; provided, however, that the Executive shall reimburse the Company for all such payments made by the Company in connection with a contest by the Company if a court of competent jurisdiction or an arbitrator shall find that the Executive did not act in good faith in connection with such contest.

Advancement of Certain Expenses. Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of [[SITE Centers:Organization]] and/or of any Subsidiary will be paid by [[SITE Centers:Organization]], as they

Certain Environmental Accruals and Expenses. Adjusted Capital as of each quarter end used in calculating Average Adjusted Capital for any fiscal year of the Performance Period and Adjusted Net Income for each fiscal year during the Performance Period shall be adjusted to eliminate the impact of any changes in environmental liabilities recorded for investigation and remediation costs and natural resource or other damage claims and any fines, penalties, indemnities, fees, costs and other expenses incurred in connection with or resulting from the Portland Harbor Superfund Site and the other environmental matters listed as adjustments in the Company’s Fiscal 2021 Operating Targets Environmental Adjustments document dated November 9, 2020, which document is available for review from the Company’s Legal Division (net of any insurance or other reimbursements thereof).

Reimbursement of Certain Expenses. [[SITE Centers:Organization]] will pay, as incurred, all expenses, including the reasonable fees of counsel engaged by Executive, of Executive in # prosecuting any action to compel [[SITE Centers:Organization]] to comply with the terms of this Agreement upon receipt from Executive of an undertaking to repay [[SITE Centers:Organization]] for such expenses if it is ultimately determined by a court of competent jurisdiction that Executive had no reasonable grounds for bringing such action or # defending any action brought by a party other than Executive or Executive’s personal representative to have this Agreement declared invalid or unenforceable.

Certain Expenses. The Company agrees to pay, as incurred, [[Organization B:Organization]] fullest extent permitted by law, or indemnify the Executive if such payment is not legally permitted, for all legal fees and expenses that the Executive may in good faith incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of or liability under, or otherwise involving, any provision of this Agreement; provided, however, that the Executive shall reimburse the Company for all such payments made by the Company in connection with a contest by the Company if a court of competent jurisdiction or an arbitrator shall find that the Executive did not act in good faith in connection with such contest.

Indemnification of Certain Expenses. The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.

Indemnification of Certain Expenses. The Company will be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable, and will stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 unless the Company prevails in such hearing or proceeding on the merits in all material respects.