In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the Expenses of any Proceeding described in Section 3), the Indemnitee shall be entitled to all reasonable fees and Expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.
attorneys' fees