Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, and the reasonable costs and expenses of such counsel shall be the obligation of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction.

Legal FeesAttorneys’ Fees. Subject to Section 8 and Expenses. It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreementexcept as prohibited by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) orapplicable law, in the event that any action is instituted by the Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any other person takesof the terms hereof or threatensthereof, the Indemnitee shall be entitled to take anybe paid all Expenses actually and reasonably incurred by the Indemnitee with respect to such action to declareif the Indemnitee is ultimately successful in such action. In the event of an action instituted by or in the name of the Company under this Agreement voidto enforce or unenforceable, or institutesinterpret any litigation or other action or proceeding designed to deny, or to recover from,of the terms of this Agreement, the Indemnitee the benefits provided or intendedshall be entitled to be provided to Indemnitee hereunder, the Company irrevocably authorizespaid Expenses actually and reasonably incurred by the Indemnitee from time to time to retain counselin defense of Indemnitee’s choice, and the reasonablesuch action (including costs and expenses ofincurred with respect to the Indemnitee counterclaims and cross-claims made in such counselaction), and shall be entitled to the obligationadvancement of Expenses with respect to such action, in each case only to the Company as hereafter provided, to advise and representextent that the Indemnitee is ultimately successful in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction.action.

Legal FeesThe Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this 14 that the procedures and Expenses.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 the provisions of this Agreement. It is the intent of the Company thatthat, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, without limitingThe Company shall, to the generality or effect offullest extent permitted by law, indemnify Indemnitee against any other provision hereof,and all Expenses and, if it should appear to Indemnitee thatrequested by Indemnitee, shall (within twenty (20) days after receipt by the Company has failedof a written request therefor) advance, to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatensextent not prohibited by law, such Expenses to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, and the reasonable costs and expenses of such counsel shall be the obligation of the Company as hereafter provided, to advise and representIndemnitee, which are incurred by Indemnitee in connection with any such interpretation, enforcementaction brought by Indemnitee for indemnification or defense, including the initiation or defenseadvancement of any litigation or other legal action, whether by or againstExpenses from the Company under this Agreement or under any director, officer, shareholder or other person affiliated withdirectors’ and officers’ liability insurance policies maintained by the Company,Company if, in any jurisdiction.the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such