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. TheIn addition [[Organization A:Organization]] all other amounts payable [[Organization A:Organization]] Executive under this Agreement, the Company agrees to pay, as incurred, [[Organization B:Organization]] fullest extent permitted by law,shall pay or indemnify thereimburse Executive if such payment is not legally permitted, for all legal fees (including without limitation, any and expenses that theall court costs and attorneys' fees and expenses) incurred by Executive may in good faith incurconnection with or as a result of any contest by the Company, the Executiveclaim, action 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 madeproceeding brought by the Company or Executive with respect [[Organization A:Organization]] or arising out of this Agreement or any provision hereof, unless, in connection with a contestthe case of an action brought by the Company ifExecutive, it is determined by an arbitrator or by a court of competent jurisdiction or an arbitrator shall find that the Executive didsuch action was frivolous and was not actbrought in good faith in connection withfaith. Such legal fees shall be paid or reimbursed by the Company [[Organization A:Organization]] Executive from time [[Organization A:Organization]] time within five business days following receipt by the Company of copies of bills for such contest.fees and if the Company fails [[Organization A:Organization]] make such payment within such five day period, the Company shall pay Executive interest thereon at the rate of 5% per annum. All other expenses relating [[Organization A:Organization]] any arbitration or court proceedings shall be paid by the Company.