ANY AGREEMENT THEREUNDER OR, IF THE COMPANY OR ANY OTHER PERSON TAKES ANY ACTION
TO DECLARE THE PLAN VOID OR UNENFORCEABLE OR INSTITUTES ANY ARBITRATION,
LITIGATION OR OTHER LEGAL ACTION DESIGNED TO DENY, DIMINISH OR TO RECOVER FROM
ANY PARTICIPANT THE BENEFITS INTENDED TO BE PROVIDED, THEN THE COMPANY
IRREVOCABLY AUTHORIZE SUCH PARTICIPANT TO RETAIN COUNSEL OF HIS OR HER CHOICE AT
THE EXPENSE OF THE COMPANY TO REPRESENT SUCH PARTICIPANT IN CONNECTION WITH THE
INITIATION OR DEFENSE OF ANY ARBITRATION, LITIGATION OR OTHER LEGAL ACTION,
WHETHER BY OR AGAINST THE COMPANY OR ANY DIRECTOR, OFFICER, SHAREHOLDER OR OTHER
PERSON AFFILIATED WITH THE COMPANY OR ANY SUCCESSOR THERETO IN ANY JURISDICTION;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT THE TRIER IN ANY SUCH LEGAL ACTION
DETERMINES THAT THE PARTICIPANT'S CLAIM WAS NOT MADE IN GOOD FAITH OR WAS WHOLLY
WITHOUT MERIT, THE PARTICIPANT SHALL RETURN TO THE COMPANY ANY AMOUNT RECEIVED
PURSUANT TO THIS SECTION 11.15.
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