Executive agrees to indemnify and hold harmless the Sierra Monitor Group from and against any and all loss, costs, damages or expenses, including, without limitation, attorneys’ fees or expenses incurred by any member of the Sierra Monitor Group arising out of the breach of this Release Agreement by Executive, or any liabilities incurred by the Sierra Monitor Group arising out of obligations of Executive as set forth herein, or from any false representation made herein by Executive, or from any action or proceeding which may be commenced, prosecuted or threatened by Executive or for Executive’s benefit, upon Executive’s initiative, or with Executive’s aid or approval, contrary to the provisions of this Release Agreement, with the exception any legal action by Executive challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA. Executive further agrees that in any such action or proceeding, this Release Agreement may be pled by any member of the Sierra Monitor Group as a complete defense, or may be asserted by way of counterclaim or cross-claim.