Application for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of Expenses to Indemnitee is not required under this Agreement or permitted by applicable law. In any such proceeding to enforce any rights pursuant to this Agreement, the Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. Any determination by the Company (including its Board of Directors, a committee thereof, Independent Counsel) or stockholders of the Company, that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder.

Application for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 67 or 7(8(b) above,above (a “Nonpayment”), Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of Expensesexpenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of Expensesexpenses to Indemnitee is not required under this Agreement or permitted by applicable law. In any such proceeding to enforce any rights pursuant to this Agreement, the Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. Any determination by the Company (including its Board of Directors, a committee thereof, Independent Counsel)stockholders or stockholders of the Company,independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of Expensesexpenses hereunder. If a determination shall have been made by the Company that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8(c) absent # a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or # a prohibition of such indemnification under applicable law.

Application for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have theThe right to apply toindemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction for the purposejurisdiction. The burden of enforcing Indemnitee’s right toproving that indemnification or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proofadvances are not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors or Independent Counsel) to provehave made a determination prior to the commencement of such action that indemnification or advancementadvances are proper in the circumstances because Indemnitee has met the applicable standard of Expenses to Indemnitee is not required under this Agreement or permitted by applicable law. In any such proceeding to enforce any rights pursuant to this Agreement, the Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. Anyconduct, nor an actual determination by the Company (including its Board of Directors, a committee thereof,Directors or Independent Counsel) or stockholders of the Company, that Indemnitee ishas not entitled to indemnification hereunder,met such applicable standard of conduct, shall not be a defense by the Company to the action noror create anythe presumption that Indemnitee ishas not entitledmet the applicable standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing his/her right to indemnification or advancement of Expenses hereunder.advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

ApplicationAdvancement of Expenses. The Company shall, to the fullest extent permitted by law, pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for Enforcement. Insuch Expenses and without regard to whether an Adverse Determination (as hereinafter defined) has been or may be made, except as contemplated by the event the Company fails to make timely payments as set forth in Sections 6 orlast sentence of [Section 7(b) above, Indemnitee shall have the right to apply to any courtf)] of competent jurisdictionthis Agreement. Upon submission of a request for the purpose of enforcing Indemnitee’s right to indemnification or advancement of Expenses pursuant to [Section 7(c)] of this Agreement. In such an enforcement hearing or proceeding, the burden of proofAgreement, Indemnitee shall be on the Companyentitled to prove that indemnification or advancement of Expenses to Indemniteeas provided in this Section 6, and such advancement of Expenses shall continue until such time (if any) as there is not required under this Agreement or permitted by applicable law. In any such proceeding to enforce any rights pursuant to this Agreement, the Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. Anya final non-appealable judicial determination by the Company (including its Board of Directors, a committee thereof, Independent Counsel) or stockholders of the Company, that Indemnitee is not entitled to indemnification hereunder,indemnification. Indemnitee shall not be a defense by the Companyrepay such amounts advanced if and to the action nor create any presumptionextent that it shall ultimately be determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to indemnificationbe indemnified by the Company for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to advancement or advancement of Expenses hereunder.require from Indemnitee additional undertakings regarding repayment.

Application for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of Expensesthat # a determination pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of Expenses to IndemniteeSection 7 hereof is not required under this Agreement or permitted by applicable law. In any such proceeding to enforce any rights pursuant to this Agreement, the Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. Any determination by the Company (including its Board of Directors, a committee thereof, Independent Counsel) or stockholders of the Company,made that Indemnitee is not entitled to indemnification, # advances of Expenses are not made pursuant to this Agreement, # payment has not been timely made following a determination of entitlement to indemnification hereunder,pursuant to this Agreement, or # Indemnitee otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to a final adjudication in any court of competent jurisdiction of his rights. The Company shall not be a defense byoppose Indemnitee’s right to indemnification under this Agreement and the Company shall have the burden of proof to the action nor create any presumptionovercome that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder.presumption.

Application for Enforcement. In any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the eventcase may be, under this Agreement and the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any courtburden of competent jurisdiction for the purpose of enforcing Indemnitee’s rightproving that Indemnitee is not entitled to indemnification or advancementadvance of ExpensesExpenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proofSection 12, Indemnitee shall not be onrequired to reimburse the Company for any advances pursuant to prove that indemnification or advancementSection 8 of Expenses to Indemnitee is not required under this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or permittedlapsed). The Company shall, to the fullest extent not prohibited by applicable law. Inlaw, be precluded from asserting in any suchjudicial proceeding to enforce any rightsor arbitration commenced pursuant to this Agreement, the Company shall be precluded from assertingSection 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement and is precluded from making any assertion to the contrary. Any determination by the Company (including its Board of Directors, a committee thereof, Independent Counsel) or stockholders of the Company, that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder.Agreement.