Legal Fees and Expenses. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in [Section 7872(f)(2)(A)] of the Code.

Legal Fees and Expenses.Fees. The Company agrees toshall also pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law,Executive all reasonable legal fees and expenses thatincurred by the Executive may reasonably incur as a result ofin seeking in good faith to obtain or enforce any contest (regardless of the outcome thereof)benefit or right provided by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or in connection with any guaranteetax audit or proceeding to the extent attributable to the application of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in [Section 7872(f)(2)(A)]Section 4999 of the Code. Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Legal Fees and Expenses. TheIn addition to all other amounts payable to Executive under this Agreement, the Company agrees toshall pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, allor reimburse Executive for legal fees (including without limitation, any and expenses that theall court costs and attorneys' fees and expenses) incurred by Executive may reasonably incurin connection with or as a result of any contest (regardless of the outcome thereof)claim, action or proceeding brought by the Company, theCompany or Executive with respect to or others of the validity or enforceability of, or liability under, any provisionarising out of this Agreement or any guaranteeprovision hereof, unless, in the case of performance thereof (including asan action brought by Executive, it is determined by an arbitrator or by a resultcourt of any contestcompetent jurisdiction that such action was frivolous and was not brought in good faith. Such legal fees shall be paid or reimbursed by the Company to Executive aboutfrom time to time within five business days following receipt by the amountCompany of anycopies of bills for such fees and if the Company fails to make such payment pursuant to this Agreement), plus, in each case,within such five day period, the Company shall pay Executive interest on any delayed paymentthereon at the applicable federal rate provided for in [Section 7872(f)(2)(A)] of 5% per annum. All other expenses relating to any arbitration or court proceedings shall be paid by the Code.Company.