This Section 8 will apply only to expenses that are otherwise described herein and are incurred at any time from the Effective Date through the fifth anniversary of Executive’s death.  The Company will pay, as incurred, all expenses, including the reasonable fees of counsel engaged by Executive, of Executive in prosecuting any action to compel the Company to comply with the terms of this Agreement upon receipt from Executive of an undertaking to repay the Company 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. If the Company does not pay any amount due to Executive under this Agreement within five business days after such amount first became due and owing, interest shall accrue on such amount from the date it became due and owing until the date of payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code (with such interest paid in a single lump sum as of the date the Company makes the late payment).