Common use of Right of Indemnitee to Bring Suit Clause in Contracts

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation. Neither the failure of the Company (including the Sole Member, the Managers or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation, nor an actual determination by the Company (including the Sole Member, the Managers or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 8.1 or 5.5 Section 8.2 is not paid in full by the Company Corporation within 60 calendar days after a written claim therefor has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the an Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLLC Law. Neither the failure of the Company (including the Sole Member, the Managers or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLLC Law, nor an actual determination by the Company (including the Sole Member, the Managers or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses, under this Section 5 or otherwise, shall be on the Company.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 5.4 4.1 or 5.5 Section 4.2 is not paid in full by the Company within 60 calendar sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole MemberBoard of Managers, the Managers or independent its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole MemberBoard of Managers, the Managers or independent its legal counsel, or the Member) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchthe suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. a) If a claim under Section 5.4 or 5.5 is not paid in full there has been no determination by the Company within 60 calendar days after a written claim has been received by Reviewing Party or if the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, Reviewing Party determines that the Indemnitee may at any time thereafter bring suit against the Company substantively would not be permitted to recover the unpaid amount of the claim. If successful be indemnified in whole or in part in under applicable law, the Indemnitee shall have the right to bring suit seeking an initial determination by the court or challenging any such suit, or in a suit brought determination by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Reviewing Party or any aspect thereof (and the Indemnitee shall be entitled to any presumption specified in Section 8 hereof), and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be paid also conclusive and binding on the expense of prosecuting or defending such suit. Company and the Indemnitee. b) In (a) any suit action brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense thathereunder, and (b) any suit brought or by the Company to recover an Advancement payments by the Company of Expenses pursuant to expenses incurred by the terms Indemnitee in connection with a Claim in advance of an Undertakingits final disposition, the Company burden of proving that the Indemnitee is not entitled to be indemnified under this Agreement or otherwise shall be entitled to recover such expenses upon a Final Adjudication that, on the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationCompany. Neither the failure of the Company (including or the Sole Member, the Managers or independent legal counsel) Reviewing Party to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationunder applicable law, nor an actual determination by the Company (including or the Sole Member, the Managers or independent legal counsel) Reviewing Party that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit an action brought by the Indemnitee, be a defense to suchthe Claim. c) The Company shall pay all expenses (including attorneys' fees) actually and reasonably incurred by the Indemnitee in connection with such judicial determination, whether or not the Indemnitee prevails in such proceeding.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 Sections 7.4(a) or 5.5 (b) is not paid in full by the Company within 60 sixty (60) calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder under this LLC Agreement (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Member, the Managers its Managing Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Member, the Managers Managing Member or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses under this LLC Agreement, or brought by the Company to recover an Advancement of Expenses under this LLC Agreement pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.1 or 5.5 7.2 of this Article 7 is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 7 or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 Sections 13.1 and 13.2 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Member, the Managers Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Member, the Managers Member or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section 13 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 Sections 7.4(a) or 5.5 (b) is not paid in full by the Company within 60 sixty (60) calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 thirty (30) calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder under this LLC Agreement (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Member, the Managers its Managing Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Member, the Managers Managing Member or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses under this LLC Agreement, or brought by the Company to recover an Advancement of Expenses under this LLC Agreement pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Company.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in Sections 1 or 2 of this Article IV shall be contract rights. If a claim under Section 5.4 Sections 1 or 5.5 2 of this Article IV is not paid in full by the Company Corporation within 60 calendar sixty days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Undertaking the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 5.1 or 5.5 Section 5.2 is not paid in full by the Company Corporation within (a) 60 calendar days after a written claim for indemnification has been received by the Company, except in the case of Corporation or (b) 20 days after a claim for an Advancement advancement of Expenses, in which case expenses has been received by the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by applicable law, if the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense of the Corporation that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. a) If a claim under Section 5.4 or 5.5 is not paid in full there has been no determination by the Company within 60 calendar days after a written claim has been received by Reviewing Party or if the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, Reviewing Party determines that the Indemnitee may at any time thereafter bring suit against the Company substantively would not be permitted to recover the unpaid amount of the claim. If successful be indemnified in whole or in part in under applicable law, the Indemnitee shall have the right to bring suit seeking an initial determination by the court or challenging any such suit, or in a suit brought determination by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Reviewing Party or any aspect thereof (and the Indemnitee shall be entitled to any presumption specified in Section 8 hereof), and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be paid also conclusive and binding on the expense of prosecuting or defending such suit. Company and the Indemnitee. b) In (a) any suit action brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense thathereunder, and (b) any suit brought or by the Company to recover an Advancement payments by the Company of Expenses pursuant to expenses incurred by the terms Indemnitee in connection with a Claim in advance of an Undertakingits final disposition, the Company burden of proving that the Indemnitee is not entitled to be indemnified under this Agreement or otherwise shall be entitled to recover such expenses upon a Final Adjudication that, on the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationCompany. Neither the failure of the Company (including or the Sole Member, the Managers or independent legal counsel) Reviewing Party to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationunder applicable law, nor an actual determination by the Company (including or the Sole Member, the Managers or independent legal counsel) Reviewing Party that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit an action brought by the Indemnitee, be a defense to suchthe Claim. c) The Company shall pay all expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with such judicial determination, whether or not the Indemnitee prevails in such proceeding.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 8.1 or 5.5 Section 8.2 is not paid in full by the Company Corporation within 60 calendar days after a written claim therefor has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the an Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final judicial decision from which there is no further right to appeal that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 this Article VI is not paid in full by the Company Corporation within 60 calendar thirty (30) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware to recover the unpaid amount of the claim. If successful in whole or in part in In any such suitaction, or in a suit brought by the Company to recover an Advancement Corporation shall have the burden of Expenses pursuant proving that Indemnitee was not entitled to the terms of an Undertakingrequested indemnification, the Indemnitee shall be entitled to be paid also the expense of prosecuting advancement or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement payment of Expenses) it . It shall be a defense thatto any such action (other than an action brought to enforce a claim for Expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, and (b) if any suit brought by the Company to recover an Advancement of Expenses pursuant is required, has been tendered to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Corporation) that Indemnitee has not met any applicable standard the standards of conduct which make it permissible under these Bylaws, the Certificate of Incorporation or the DGCL for indemnification set forth in the Delaware General Corporation Law as if to indemnify Indemnitee for the Company were a Delaware corporationamount claimed. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee or advancement is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in these Bylaws, the Delaware General Corporation Law as if Certificate of Incorporation or the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the any applicable standard of conduct orconduct. If successful, in whole or in part, Indemnitee shall also be entitled to be paid the case Expenses of prosecuting such a suit brought by the Indemnitee, be a defense to suchaction.

Right of Indemnitee to Bring Suit. If a claim request for indemnification under Section 5.4 6.1 or 5.5 Section 6.3 is not paid in full by the Company Corporation within 60 calendar days days, or if a request for an advancement of expenses under Section 6.2 is not paid in full by the Corporation within 20 days, after a written claim request has been received by the Company, except in Secretary (or other officer designated by the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar daysBoard), the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation in a court of competent jurisdiction in the State of Delaware seeking an adjudication of entitlement to recover the unpaid amount such indemnification or advancement of the claimexpenses. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suitsuit to the fullest extent permitted by law. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense thatthat the indemnitee has not met any applicable standard of conduct for indemnification set forth in Section 145(a) or Section 145(b) of the DGCL. Further, and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, final adjudication that the Indemnitee indemnitee has not met any applicable standard of conduct for indemnification set forth in Section 145(a) or Section 145(b) of the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counselcounsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any such applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationconduct, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counselcounsel or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under applicable law, this Article VI or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. (a) If a claim by the Indemnitee to the Company for indemnification under Section 5.4 or 5.5 2 of this Agreement is not paid in full by the Company within 60 calendar thirty (30) days after a written claim has been received by the Company, except in the case of or if a claim by the Indemnitee to the Company for an Advancement advancement of Expenses, Defense Costs under Section 3 of this Agreement is not paid in which case the applicable period shall be 20 calendar daysfull within twenty (20) days as specified in Section 3, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. claims. (b) If the Indemnitee is successful in whole or in part in any such suitsuit brought under Section 4(a), or in a suit brought by the Company to recover an Advancement advancement of Expenses Defense Costs pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense all costs and expenses (including without limitation all reasonable attorneys’ fees, court costs, witness fees) of prosecuting or defending such suit. . (c) In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right under Section 3 to an Advancement advancement of ExpensesDefense Costs) it shall be a defense that, and (b) any suit brought that it has been determined by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, that the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if Law. (d) In any suit against the Indemnitee by the Company were to recover an advancement of Defense Costs pursuant to the terms of an Undertaking, the Company shall be entitled to recover such Defense Costs only upon a Final Adjudication that the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware corporation. General Corporation Law. (e) Neither the failure of the Company (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of Defense Costs hereunder, or by the Company to recover an advancement of Defense Costs pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of Defense Costs, under this Agreement or otherwise, shall be on the Company by clear and convincing evidence.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 8.01 of this Article VIII is not paid in full by the Company Corporation within 60 calendar forty-five (45) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, suit or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, undertaking the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in Sections 1 or 2 of this Article IV shall be contract rights. If a claim under Section 5.4 Sections 1 or 5.5 2 of this Article IV is not paid in full by the Company Corporation within 60 calendar sixty days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Undertaking the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an 76 Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 15(a) or 5.5 15(b) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its Member) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. If any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 15 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 Sections 7.01 or 5.5 7.02 of this Article VII is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by that the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder, the burden of proving that the indemnitee is not entitled to be indemnified, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 Indemnitee is not paid in full by the Company within 60 calendar thirty (30) days after a written claim notice has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may may, at any time thereafter within the year following the thirty (30) days of notice, bring suit in any court in the State of California or the State of Delaware against the Company to recover the unpaid amount of the claim. If Expenses and, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertakingpart, the Indemnitee shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting or defending such suitclaim. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it It shall be a defense that, and (b) to any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, action that the Indemnitee has not met any applicable standard for indemnification set forth in the standards of conduct that make it permissible under the Delaware General Corporation Law as if for the Company were to indemnify the Indemnitee for the amount claimed. The burden of proving such a Delaware corporationdefense shall be on the Company. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in under the circumstances because the Indemnitee he has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) that the Indemnitee has had not met any such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchconduct.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 Indemnitee is not paid in full by the Company within 60 calendar ten (10) days after a written claim notice has been received by presented to the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If Claim and, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertakingpart, the Indemnitee shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting or defending such suitclaim. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it It shall be a defense that, and to any such action (b) any suit other than an action brought by to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the Company to recover an Advancement of Expenses pursuant required undertaking has been tendered to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, Company) that the Indemnitee has not met any applicable standard for indemnification set forth in the standards of conduct that make it permissible under the Delaware General Corporation Law as if for the Company were to indemnify the Indemnitee for the amount claimed. The burden of proving such a Delaware corporationdefense shall be on the Company. Neither the failure of the Company (including the Sole Memberits Board of Directors or Independent Legal Counsel, the Managers or independent legal counselas applicable) to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in permitted under the circumstances because the Indemnitee he has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Memberits Board of Directors or Independent Legal Counsel, the Managers or independent legal counselas applicable) that the Indemnitee has had not met any such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchconduct.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 Sections 7.6(a) or 5.5 (b) is not paid in full by the Company within 60 sixty (60) calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder under this LLC Agreement (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in this LLC Agreement or the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Member, the Managers Board or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Member, the Managers Board or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses under this LLC Agreement, or brought by the Company to recover an Advancement of Expenses under this LLC Agreement pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Company.

Right of Indemnitee to Bring Suit. If In the event that (i) following a final adjudication, the Corporation determines in accordance with this Article VIII that the indemnitee is not entitled to indemnification, (ii) following a final adjudication, the Corporation denies a request for indemnification, in whole or in part, or fails to respond or make a determination of entitlement to indemnification within thirty (30) days following receipt of a request for indemnification as described above, (iii) payment of a claim under Section 5.4 8.01 or 5.5 8.02 is not paid in full by the Company Corporation within 60 calendar (a) ninety (90) days after a written claim for indemnification has been received by the Company, except in the case of Corporation following a final adjudication or (b) fifteen (15) days after a written claim for an Advancement advancement of Expensesexpenses has been received by the Corporation or (iv) any other person takes or threatens to take any action designed to deny, in which case or to recover from, the applicable period indemnitee the benefits provided or intended to be provided to the indemnitee under this Article VIII, the indemnitee shall be 20 calendar daysentitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses, as applicable. To the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If fullest extent permitted by applicable law, if successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense (including attorneys’ fees, costs and expenses) of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder following a final adjudication (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counselcounsel or the Corporation’s stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counselcounsel or the Corporation’s stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 Sections 7.4(a) or 5.5 (b) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to the fullest extent permitted or required by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader reimbursements of prosecution or defense expenses than such law permitted the Company to provide prior to such amendment), to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Member, the Managers its Managing Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Member, the Managers Managing Member or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses hereunder pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 Sections 7.4(a) or 5.5 (b) is not paid in full by the Company within 60 sixty (60) calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to the fullest extent permitted or required by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader reimbursements of prosecution or defense expenses than such Law permitted the Company to provide prior to such amendment), to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Member, the Managers its Managing Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Member, the Managers Managing Member or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses hereunder pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under subsection (a) of this Section 5.4 or 5.5 8 is not paid in full by the Company Corporation within 60 calendar sixty days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, undertaking the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if of the Company were a Delaware corporationState of Delaware. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances circumstance because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if of the Company were a Delaware corporationState of Delaware, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 8 or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 Section 2 of this Article XVIII is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationIBCL. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationIBCL, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or shareholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article XVIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 7.02 is not paid in full by the Company Corporation within 60 calendar (i) sixty (60) days after a written claim for indemnification has been received by the Company, except in the case of Corporation or (ii) twenty (20) days after a claim for an Advancement advancement of Expenses, in which case expenses has been received by the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by law, if the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 2 of this ARTICLE VIII is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 2 of this ARTICLE VIII is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. (a) If a claim under Section 5.4 2, 3 or 5.5 4 of this Agreement is not paid in full by the Company within 60 calendar thirty days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar daystwo days after a written request has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the such claim. If successful in whole or in part in . (b) The Company shall indemnify and hold harmless Indemnitee from and against any and all Expenses and, if requested by Indemnitee, shall (within two business days of any such suitrequest) advance funds to Indemnitee to cover such Expenses, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or in a suit brought advance payment of Expenses by the Company under this Agreement or any other agreement or Company By-law now or hereafter in effect relating to recover an Advancement Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of Expenses pursuant whether Indemnitee ultimately is determined to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also such indemnification, advance expense payment or insurance recovery, as the expense of prosecuting or defending such suit. case may be. (c) In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Undertaking the Company shall be entitled to recover such expenses Expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in required to be met pursuant to the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company (including the Sole Memberits directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company (including the Sole Memberits directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. (d) In any suit brought by Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Agreement or otherwise, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation. Neither the failure of the Company (including the Sole Member, the Managers or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation, nor an actual determination by the Company (including the Sole Member, the Managers or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses, under this Section 5 or otherwise, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 paragraph (A) of this Article IX is not paid in full by the Company Corporation within 60 calendar sixty days after a written claim has been received by the Company, Corporation (except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty days), the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article IX or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 6.01 is not paid in full by the Company Corporation within 60 calendar sixty days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, suit or in a suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense thatthat the Indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Furthermore, and (b) in any suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, final adjudication that the Indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such a suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct conduct, or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. (a) If a claim under Section 5.4 2, 3 or 5.5 4 of this Agreement is not paid in full by the Company within 60 calendar thirty days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar daystwo days after a written request has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the such claim. If successful in whole or in part in . (b) The Company shall indemnify and hold harmless Indemnitee from and against any and all Expenses and, if requested by Indemnitee, shall (within two business days of any such suitrequest) advance funds to Indemnitee to cover such Expenses, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or in a suit brought advance payment of Expenses by the Company under this Agreement or any other agreement or Company By-law now or hereafter in effect relating to recover an Advancement Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of Expenses pursuant whether Indemnitee ultimately is determined to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also such indemnification, advance expense payment or insurance recovery, as the expense of prosecuting or defending such suit. case may be. (i) In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Undertaking the Company shall be entitled to recover such expenses Expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in required to be met pursuant to the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company (including the Sole Memberits directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company (including the Sole Memberits directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. (d) In any suit brought by Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Agreement or otherwise, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 9.02 or 5.5 9.03 hereof is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring to suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification Indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of ExpensesExpanses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification Indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to Indemnification or to an Advancements of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancements of Expenses, under this Article IX or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 2 of this Article VIII is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 5.4 6.1 or 5.5 Section 6.2 is not paid in full by the Company Corporation within 60 calendar sixty days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (aA) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bB) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, undertaking the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 for indemnification or 5.5 advancement of expenses hereunder is not paid in full by the Company within 60 calendar sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee covered person may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement and advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In In (ai) any suit brought by the Indemnitee a covered person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee a covered person to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense thatthat indemnification is not permitted by applicable law, and and (bii) in any suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakinghereof, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has final adjudication that indemnification is not met any permitted by applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationlaw. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee covered person is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationcircumstances, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its stockholders) that the Indemnitee has indemnification is not met any such applicable standard of conductproper, shall create a presumption that the Indemnitee has covered person is not met the applicable standard of conduct entitled to indemnification or, in the case of such a suit brought by the Indemniteea covered person, be a defense to suchsuch suit. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or to such advancement of expenses, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 2 of this Article VIII is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its members) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its members) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 Section 7.02 is not paid in full by the Company Corporation within 60 calendar (A) sixty (60) days after a written claim for indemnification has been received by the Company, except in the case of Corporation or (B) twenty (20) days after a claim for an Advancement advancement of Expenses, in which case expenses has been received by the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by law, if the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 9.2 hereof is not paid in full by the Company within 60 calendar sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Undertaking the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any the applicable standard for indemnification of conduct. set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLouisiana Law. Neither the failure of the Company (including the Sole Memberits Board of Managers, the Managers or independent legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLouisiana Law, nor an actual determination by the Company (including the Sole Memberits Board of Managers, the Managers or independent legal counsel, or the Member) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article IX or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 8.1 or 5.5 Section 8.2 is not paid in full by the Company Corporation within 60 calendar days after a written claim therefor has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the an Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. (a) If a claim by the Indemnitee to the Company for indemnification under Section 5.4 or 5.5 2 of this Agreement is not paid in full by the Company within 60 calendar thirty (30) days after a written claim has been received by the Company, except in the case of or if a claim by the Indemnitee to the Company for an Advancement advancement of Expenses, Defense Costs under Section 3 of this Agreement is not paid in which case the applicable period shall be 20 calendar daysfull within twenty (20) days as specified in Section 3, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. claims. (b) If the Indemnitee is successful in whole or in part in any such suitsuit brought under Section 4(a), or in a suit brought by the Company to recover an Advancement advancement of Expenses Defense Costs pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense all costs and expenses (including without limitation all reasonable attorneys' fees, court costs, witness fees) of prosecuting or defending such suit. . (c) In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right under Section 3 to an Advancement advancement of ExpensesDefense Costs) it shall be a defense that, and (b) any suit brought that it has been determined by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, that the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if Law. (d) In any suit against the Indemnitee by the Company were to recover an advancement of Defense Costs pursuant to the terms of an Undertaking, the Company shall be entitled to recover such Defense Costs only upon a Final Adjudication that the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware corporation. General Corporation Law. (e) Neither the failure of the Company (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of Defense Costs hereunder, or by the Company to recover an advancement of Defense Costs pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of Defense Costs, under this Agreement or otherwise, shall be on the Company by clear and convincing evidence.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 4.1 or 5.5 4.2 is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expenses) expenses), it shall be a defense that, and (b) any suit brought by that the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IV or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. a) If a claim under Section 5.4 or 5.5 is not paid in full there has been no determination by the Company within 60 calendar days after a written claim has been received by Reviewing Party or if the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, Reviewing Party determines that the Indemnitee may at any time thereafter bring suit against the Company substantively would not be permitted to recover the unpaid amount of the claim. If successful be indemnified in whole or in part in under applicable law, the Indemnitee shall have the right to bring suit seeking an initial determination by the court or challenging any such suit, or in a suit brought determination by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Reviewing Party or any aspect thereof (and the Indemnitee shall be entitled to any presumption specified in Section 8 hereof), and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be paid also conclusive and binding on the expense of prosecuting or defending such suit. Company and the Indemnitee. b) In (a) any suit action brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense thathereunder, and (b) any suit brought or by the Company to recover an Advancement payments by the Company of Expenses pursuant to expenses incurred by the terms Indemnitee in connection with a Claim in advance of an Undertakingits final disposition, the Company burden of proving that the Indemnitee is not entitled to be indemnified under this Agreement or otherwise shall be entitled to recover such expenses upon a Final Adjudication that, on the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationCompany. Neither the failure of the Company (including or the Sole Member, the Managers or independent legal counsel) Reviewing Party to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationunder applicable law, nor an actual determination by the Company (including or the Sole Member, the Managers or independent legal counsel) Reviewing Party that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit an action brought by the Indemnitee, be a defense to suchthe Claim. c) The Company shall pay all expenses (including attorneys' fees) actually and reasonably incurred by the Indemnitee in connection with such judicial determination, whether or not the Indemnitee prevails in such proceeding. 10.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 8.1 or 5.5 Section 8.2 is not paid in full by the Company Corporation within 60 calendar days after a written claim therefor has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee Covered Person may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee Covered Person shall also be entitled to be paid also the expense of prosecuting or defending such suit. In In (a) any suit brought by the Indemnitee Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee a Covered Person to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee Covered Person has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee Covered Person is proper in the circumstances because the Indemnitee Covered Person has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee Covered Person has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the IndemniteeCovered Person, shall be a defense to suchsuch suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 2 of this Article VII is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If In the event that a claim determination is made that the indemnitee is not entitled to indemnification or if payment is not timely made following a determination of entitlement to indemnification pursuant to Section 7.1(b) or if an advancement of expenses is not timely made under Section 5.4 or 5.5 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days7.2(c), the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation in a court of competent jurisdiction in the State of Delaware to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense thatthat the indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL. Further, and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, final adjudication that the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such proceeding, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit proceeding that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such proceeding, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 7.02 of this Article VII is not paid in full by the Company corporation within 60 calendar days after a written claim has been received by the Companycorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Business Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company corporation (including the Sole Memberits board of directors, the Managers or independent legal counselcounsel or shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Business Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company corporation (including the Sole Memberits board of directors, the Managers or independent legal counselcounsel or shareholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 7.1 hereof is not paid in full by the Company within 60 calendar sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense thatthat the Indemnitee has not met the applicable standard of conduct set forth in the Delaware Law. In addition, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Undertaking the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article 7 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section B and Section C of this Article VI shall be contract rights. If a claim under Section 5.4 B or 5.5 Section C of this Article VI is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole MemberBoard, the Managers or independent legal counsel, or its Stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole MemberBoard, the Managers or independent legal counsel, or its Stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 2 or 5.5 3 of this Article VI is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VI or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in subsections 2(a) and 2(b) of this Article SEVENTH shall be contract rights. If a claim under Section 5.4 or 5.5 subsections 2(a) and 2(b) of this Article SEVENTH is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits board of directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits board of directors, the Managers or independent legal counselcounsel or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 5.1 hereof is not paid in full by the Company within 60 calendar sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) ), it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication thatif, the Indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company (including the Sole Member, the Managers Member or its independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Member, the Managers Member or its independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article V or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 8.1 or 5.5 Section 8.2 is not paid in full by the Company Corporation within 60 calendar days after a written claim therefor has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee Covered Person may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee Covered Person shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee a Covered Person to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee Covered Person has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee Covered Person is proper in the circumstances because the Indemnitee Covered Person has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee Covered Person has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the IndemniteeCovered Person, shall be a defense to suchsuch suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 7.02 of these Bylaws is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification identification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a an indemnitee’s claim under Section 5.4 9.1 or 5.5 9.2 is not paid in full by the Company Corporation within 60 calendar (i) sixty (60) days after a written claim for indemnification has been received by the Company, except in the case of Corporation or (ii) twenty (20) days after a written claim for an Advancement advancement of Expenses, in which case expenses has been received by the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ax) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder under this Article (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expenses) expenses), it shall be a defense that, and (by) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationlaw or these Bylaws. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, conduct shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses under this Article or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses, as the case may be, under this Article or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 Section 7.02 is not paid in full by the Company within 60 calendar sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty (20) days, the an Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the such Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the an Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, ; the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole MemberBoard of Managers, the Managers or independent legal counsel, or its Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole MemberBoard of Managers, the Managers or independent legal counsel, or its Member) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article 7 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 7.1 hereof is not paid in full by the Company within 60 calendar sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suitsuit to the fullest extent permitted by applicable law. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Undertaking the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any the applicable standard for indemnification of conduct set forth in Section 145 of the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in Section 145 of the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article 7 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 Indemnitee is not paid in full by the Company within 60 calendar thirty (30) days after a written claim notice has been received by the Company, except Company in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar daysaccordance with Section 4(a), the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If Claim and, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertakingpart, the Indemnitee shall be entitled to be paid also the expense (including attorneys' fees) of prosecuting or defending such suitclaim. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it It shall be a defense that, and to any such action (b) any suit other than an action brought by to enforce a claim for expenses incurred in defending a Claim in advance of its final disposition where the Company to recover an Advancement of Expenses pursuant required undertaking has been tendered to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, Company) that the Indemnitee has not met any applicable standard for indemnification set forth in the standards of conduct that make it permissible under the Delaware General Corporation Law as if for the Company were to indemnify the Indemnitee for the amount claimed. The burden of proving such a Delaware corporationdefense shall be on the Company. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in under the circumstances because the Indemnitee he or she has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) that the Indemnitee has had not met any such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchconduct.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 7.02 is not paid in full by the Company Corporation within 60 calendar (i) sixty (60) days after a written claim for indemnification has been received by the Company, except in the case of Corporation or (ii) twenty (20) days after a claim for an Advancement advancement of Expenses, in which case expenses has been received by the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by Delaware law, if the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 2 of this Article IX is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to the fullest extent permitted or required by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader reimbursements of prosecution or defense expenses than such law permitted the Corporation to provide prior to such amendment), to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company Corporation shall be entitled to recover such expenses expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors or a committee thereof, the Managers its stockholders or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors or a committee thereof, the Managers its stockholders or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses hereunder pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Corporation.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 5.4 4.1 or 5.5 Section 4.2 is not paid in full by the Company within 60 calendar sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationCalifornia Act. Neither the failure of the Company (including the Sole MemberBoard of Managers, the Managers or independent its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationCalifornia Act, nor an actual determination by the Company (including the Sole MemberBoard of Managers, the Managers or independent its legal counsel, or the Member) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchthe suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 6.1 or 5.5 Section 6.2 is not paid in full by the Company Corporation within 60 calendar (i) sixty (60) days after a written claim for indemnification has been received by the Company, except in the case of Corporation or (ii) twenty (20) days after a claim for an Advancement advancement of Expenses, in which case expenses has been received by the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by law, if the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberby its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 paragraph (a) above is not paid in full by the Company corporation within 60 calendar ninety (90) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar dayscorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, suit or in a suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In If the indemnitee has not met the applicable standard of conduct set forth in the General Corporation Law of Delaware, then in (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it such failure shall be a defense thatdefense, and (bii) in any suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company corporation shall be entitled to recover such expenses upon such a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationfinal adjudication. Neither the failure of the Company corporation (including the Sole Memberits Board, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationof Delaware, nor an actual determination by the Company corporation (including the Sole Memberits Board, the Managers or independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is entitled to be indemnified or to such advancement of expenses under Article Ninth. and this Article Tenth. or otherwise shall be on the indemnitee. Notwithstanding anything contained to the contrary in Article Ninth. and this Article Tenth. , no potential indemnitee shall be entitled to advancement of expenses under this Certificate of Incorporation or the by-laws of the corporation, unless authorized by a majority of the disinterested members of the Board, in any action involving a proceeding by the corporation directly against the indemnitee for any claim by the corporation against the indemnitee involving a breach of fiduciary duty of the indemnitee to the corporation, or gross negligence, bad faith, intentional misconduct, unlawful conduct or other forms of misconduct by the indemnitee where the corporation is seeking damages against the indemnitee.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 4.1 above is not paid in full by the Company within 60 calendar sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar thirty days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, undertaking the Company shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including its Board of Directors, independent counsel or the Sole Member, the Managers or independent legal counsel) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IV or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 subsection 10.1 hereof is not paid in full by the Company corporation within 60 calendar days after a written claim has been received by the Companycorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In The indemnitee shall be presumed to be entitled to indemnification under this Section 10 upon submission of a written claim (a) any suit and, in an action brought by the Indemnitee to enforce a right claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense thatcorporation), and (b) any suit brought by thereafter the Company corporation shall have the burden of proof to recover an Advancement of Expenses pursuant to overcome the terms of an Undertaking, presumption that the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has indemnitee is not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationso entitled. Neither the failure of the Company corporation (including the Sole Memberits Board, the Managers or independent legal counselcounsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation, nor an actual determination by the Company corporation (including the Sole Memberits Board, the Managers or independent legal counselcounsel or its stockholders) that the Indemnitee has indemnitee is not met any such applicable standard of conduct, entitled to indemnification shall be a defense to the suit or create a presumption that the Indemnitee has indemnitee is not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchso entitled.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 2 is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 section 7.1 of this Article 7 is not paid in full by the Company within 60 calendar sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement expenses incurred in defending a proceeding in advance of Expensesits final disposition, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, suit or in a suit brought by the Company to recover payments by the Company of expenses incurred by an Advancement Indemnitee in defending, in his or her capacity as a Manager or officer, a Proceeding in advance of Expenses pursuant to the terms of an Undertakingits final disposition, the Indemnitee shall be entitled to also be paid also the expense of prosecuting or defending such suitclaim. In (a) any suit action brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit other than an action brought by the Indemnitee to enforce a right claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to an Advancement of Expensesthe Company) it shall be a defense that, and (b) any suit brought or by the Company to recover payments by the Company of expenses incurred by an Advancement Indemnitee in defending, in his or her capacity as a Manager or officer, a Proceeding in advance of Expenses pursuant to the terms of an Undertakingits final disposition, the Company burden of proving that the Indemnitee is not entitled to be indemnified under this Article 7 or otherwise shall be entitled to recover such expenses upon a Final Adjudication that, on the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationCompany. Neither the failure of the Company (including the Sole Memberits Board of Managers, the Managers or independent legal counsel, or its Member) to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of Indemnitee conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Memberits Board of Managers, the Managers or independent legal counsel, or its Member) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct orconduct, or in the case of such a suit an action brought by the Indemnitee, be a defense to suchthe action.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 6.01 or 5.5 6.02 of this Article 6 is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation in a court of competent jurisdiction in the State of Delaware to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 6 or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 Article Fourteen sections (a) or 5.5 (b) is not paid in full by the Company within (i) 60 calendar days after a written claim for indemnification has been received by the Company or (ii) 20 days after a claim for an advancement of expenses has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms 18 of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article Fourteen or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 7.02 of these Bylaws is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationTexas Business Organizations Code. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification identification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationTexas Business Organizations Code, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its shareholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 10.01, Section 10.02, or 5.5 Section 10.06 is not paid in full by the Company corporation within 60 calendar sixty (60) days after a written claim has been received by the Companycorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 Indemnitee is not paid in full --------------------------------- by the Company within 60 calendar thirty (30) days after a written claim notice has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If Claim and, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertakingpart, the Indemnitee shall be entitled to be paid also the expense (including attorneys' fees) of prosecuting or defending such suitclaim. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it It shall be a defense that, and to any such action (b) any suit other than an action brought by to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the Company to recover an Advancement of Expenses pursuant required undertaking has been tendered to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, Company) that the Indemnitee has not met any applicable standard for indemnification set forth in the standards of conduct that make it permissible under the Delaware General Corporation Law as if for the Company were to indemnify the Indemnitee for the amount claimed. The burden of proving such a Delaware corporationdefense shall be on the Company. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in under the circumstances because the Indemnitee he has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers Independent Legal Counsel, or independent legal counselits stockholders) that the Indemnitee has had not met any such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchconduct.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 for indemnification or 5.5 advancement of Expenses is not paid in full by the Company within 60 calendar days after a written claim has been received by Corporation on or before its due date in accordance with the Company, except in the case terms of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar daysthis Agreement, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suitclaim. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it It shall be a defense that, and to any such action (bother than an action brought to enforce a claim for Expenses incurred in defending any proceeding in advance of its final disposition) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, that the Indemnitee has not met any applicable standard the standards of conduct that make it permissible under the DGCL for indemnification set forth in the Delaware General Corporation Law as if to indemnify the Company were a Delaware corporationIndemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including the Sole MemberBoard, independent counsel or the Managers or independent legal counselstockholders) to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee he or she has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole MemberBoard, the Managers independent counsel or independent legal counselits stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct orconduct. The Corporation shall be precluded from asserting in any judicial proceeding 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 Corporation is bound by all the provisions of this Agreement. If Indemnitee, pursuant to this Section 7, seeks a judicial adjudication to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types described in the case definition of Expenses in Section 12 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, but, prior to a suit brought by the IndemniteeChange in Control, be a defense to suchonly if Indemnitee prevails therein.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 7.02 is not paid in full by the Company Corporation within (a) 60 calendar days after a written claim for indemnification has been received by the Company, except in the case of Corporation or (b) 20 days after a claim for an Advancement advancement of Expenses, in which case expenses has been received by the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by that the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General DGCL, and in any suit brought by the Corporation Law as if to recover an advancement of expenses pursuant to the Company were terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a Delaware corporationfinal adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 15(a) or 5.5 15(b) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its Member) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. If any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an Undertaking, the burden or proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 15 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 8.1 or 5.5 Section 8.2 is not paid in full by the Company Corporation within 60 calendar days after a written claim therefor has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the an Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) in any suit brought by the Company 8.2 Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. To obtain indemnification or Advancement of Expenses under this Article VI, an Indemnitee shall submit to the corporation a written request, including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or Advancement of Expenses. Upon such written request, a determination, if required by applicable law, with respect to the Indemnitee's entitlement thereto shall be made as follows: (a) if requested by the Indemnitee, by Independent Counsel (as defined below); or (b) if no request is made by the Indemnitee for a determination by Independent Counsel, (i) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as defined below), or (ii) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; or (c) if a quorum of Disinterested Directors so directs, by the stockholders of the corporation. In the event the determination of entitlement to indemnification or Advancement of Expenses is to be made by Independent Counsel at the request of the Indemnitee, the Independent Counsel shall be selected by the Board, unless there shall have occurred within two (2) years prior to the date of the commencement of the action, suit or proceeding for which indemnification or Advancement of Expenses is claimed a Change of Control (as defined below), in which case the Independent Counsel shall be selected by the Indemnitee unless the Indemnitee shall request that such selection be made by the Board. If it is so determined that the Indemnitee is entitled to indemnification or Advancement of Expenses, payment to the Indemnitee shall be made within ten (10) calendar days after such determination. If a claim under Section 5.4 6.1 or 5.5 6.2 is not paid in full by the Company corporation within 60 thirty (30) calendar days after a written claim has been received by the Companycorporation as set forth above, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim. If claim and, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertakingpart, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suitclaim. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of ExpensesExpenses where the required Undertaking, if any is required, has been tendered to the corporation) it shall be a defense that, and (b) in any suit brought by the Company corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company corporation shall be entitled to recover such expenses Expenses upon a Final Adjudication C:\WINDOWS\temp\EXHIBIT F AUTC BYLAWS.DOC -19- 1031203/15012.1 determination that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationof Delaware. Neither the failure of the Company corporation (including its Board, a committee of the Sole MemberBoard, the Managers Independent Counsel or independent legal counselits stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Corporate Law as if the Company were a Delaware corporationof Delaware, nor an actual determination by the Company corporation (including its Board, a committee of the Sole MemberBoard, the Managers Independent Counsel or independent legal counselits stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the corporation to recover and Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 8.1 or 5.5 Section 8.2 is not paid in full by the Company Corporation within 60 calendar days after a written claim therefor has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim; provided, however, no determination as to an Indemnitee’s entitlement to indemnification, nor any claim for indemnification hereunder (other than for advances of expenses), shall be required to be made by the Corporation prior to the final disposition of the proceeding, including any appeal therein, for which such indemnification is sought. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the an Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final judicial decision from which there is no further right to appeal that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 6.1 or 5.5 6.2 of this Article 6 is not paid in full by the Company corporation within 60 calendar days after a written claim has been received by the Companycorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) in any suit brought by the Company corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 6 or otherwise shall be on the corporation.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 5.4 4.1 or 5.5 Section 4.2 is not paid in full by the Company within 60 calendar sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationFlorida Act. Neither the failure of the Company (including the Sole MemberBoard of Managers, the Managers or independent its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationFlorida Act, nor an actual determination by the Company (including the Sole MemberBoard of Managers, the Managers or independent its legal counsel, or the Member) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchthe suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim request for indemnification under Section 5.4 or 5.5 6.1 is not paid in full by the Company Corporation within 60 calendar days 30 days, or if a request for an advancement of expenses under Section 6.2 is not paid in full by the Corporation within 20 days, after a written claim request has been received by the Company, except in Secretary of the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimsuch request. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suitsuit to the fullest extent permitted by law. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by that the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee indemnitee has not met any applicable standard of conduct for indemnification set forth in the Delaware General Corporation Law as if DGCL but the Company were a Delaware corporationburden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counselcounsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counselcounsel or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under applicable law, this Article VI or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLLC Law. Neither the failure of the Company (including the Sole Member, the Managers Board of Governors or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLLC Law, nor an actual determination by the Company (including the Sole Member, the Managers Board of Governors or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses, under this Section 5 or otherwise, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 5.1 or 5.5 Section 5.2 is not paid in full by the Company Corporation within 60 calendar thirty (30) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to of an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationGCL. Neither the failure of the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or stockholders) to have made a determination prior to the commencement of such suit action that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationGCL, nor an actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 paragraph (A) of this Article is not paid in full by the Company Corporation within 60 calendar sixty days after a written claim has been received by the Company, Corporation (except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty days), the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, final adjudication that the Indemnitee indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Member, the Managers or its Board of Directors independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an any actual determination by the Company Corporation (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 1 or 5.5 2 of this ARTICLE IX is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 for indemnification or 5.5 advancement of expenses hereunder is not paid in full by the Company within 60 calendar sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee covered person may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In at (ai) any suit brought by the Indemnitee a covered person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee a covered person to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, undertaking the Company shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee has indemnification is not met any permitted by applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationlaw. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee covered person is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationcircumstances, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counselcounsel or its stockholders) that the Indemnitee has indemnification is not met any such applicable standard of conductproper, shall create a presumption that the Indemnitee has covered person is not met the applicable standard of conduct entitled to indemnification or, in the case of such a suit brought by the Indemniteea covered person, be a defense to suchsuch suit. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or to such advancement of expenses, shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 4.1 above is not paid in full by the Company within 60 calendar sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar thirty days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, undertaking the Company shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee has not met any the applicable standard for indemnification of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Memberits Board, the Managers or independent legal counselcounsel or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including its Board, independent counsel or the Sole Member, the Managers or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IV or otherwise shall be on the Company.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 5.1, 5.2 or 5.5 is not paid in full by the Company Corporation within 60 calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (bii) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if of the Company were a Delaware corporationState of Delaware. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if of the Company were a Delaware corporationState of Delaware, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 7.01 or 5.5 7.02 is not paid in full by the Company Corporation within 60 calendar (a) 45 days after a written claim for indemnification has been received by the Company, except in the case of Corporation or (b) 20 days after a claim for an Advancement advancement of Expenses, in which case expenses has been received by the applicable period shall be 20 calendar daysCorporation, the Indemnitee indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claimclaim or to obtain advancement of expenses, as applicable. If To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by that the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee indemnitee has not met any applicable standard for indemnification set forth in the Delaware General DGCL, and in any suit brought by the Corporation Law as if to recover an advancement of expenses pursuant to the Company were terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a Delaware corporationfinal adjudication that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee indemnitee is proper in the circumstances because the Indemnitee indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemniteeindemnitee, be a defense to suchsuch suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 1 and 2 of this Article shall be contract rights. If a claim under Section 5.4 or 5.5 1 and 2 of this Article is not paid in full by the Company corporation within 60 calendar sixty days after a written claim has been received by the Companycorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar twenty days, the Indemnitee may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (ai) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (bii) in any suit brought by the Company corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, Undertaking the Company corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationlaw. Neither the failure of the Company corporation (including the Sole Memberits board of directors, the Managers or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, nor an actual determination by the Company corporation (including the Sole Memberits board of directors, the Managers or independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article or otherwise shall be on the corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 or 5.5 Sections 1 and 2 of this Article VII is not paid in full by the Company Corporation within 60 sixty (60) calendar days after a written claim has been received by the CompanyCorporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall will be 20 twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall will be entitled to be paid also the expense of prosecuting or defending such suit. In In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to of an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company Corporation it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole MemberBoard of Directors, the Managers legal counsel or independent legal counselstockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole MemberBoard of Directors, the Managers legal counsel or independent legal counselstockholders) that the Indemnitee has not met any such applicable standard of conduct, shall will create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the IndemniteeIndemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses pursuant to terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be a defense indemnified, or to suchsuch Advancement of Expenses, under this Article VII or otherwise will be on the Corporation.

Right of Indemnitee to Bring Suit. If Any indemnification of a director or officer of the Corporation under Section 8.1 or advancement of expenses under Section 8.2 shall be made promptly, and in any event within 30 days for an indemnification claim under Section 5.4 8.1 and within 20 days for advancement of expenses under Section 8.2, upon the written request of the director or 5.5 officer. If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to Section 8.1 or 8.2 is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not paid in full by the Company made within 60 calendar days after a written claim has been received by the Company30 days, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the an Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to suchsuch suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 15(a) or 5.5 15(b) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, that the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct. Neither the failure of the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationAct, nor an actual determination by the Company (including the Sole Memberits Board of Directors, the Managers or independent legal counsel, or its Member) that the Indemnitee has not met any such applicable standard of conduct, conduct shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to suchthe

Right of Indemnitee to Bring Suit. If a claim under Section 5.4 8.1, Section 8.2 or 5.5 Section 8.3 is not paid in full by the Company Corporation within 60 calendar sixty (60) days after a written claim therefor has been received by the CompanyCorporation, except in the case of a claim for an Advancement advancement of Expensesexpenses, in which case the applicable period shall be 20 calendar twenty (20) days, the Indemnitee Covered Person may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Indemnitee Covered Person shall also be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee a Covered Person to enforce a right to an Advancement advancement of Expensesexpenses) it shall be a defense that, that and (b) in any suit brought by the Company Corporation to recover an Advancement advancement of Expenses expenses pursuant to the terms of an Undertakingundertaking, the Company Corporation shall be entitled to recover such expenses upon a Final Adjudication that, final adjudication that the Indemnitee Covered Person has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationNRS. Neither the failure of the Company Corporation (including the Sole Memberits directors who are not parties to such action, the Managers or independent a committee of such directors, special legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee Covered Person is proper in the circumstances because the Indemnitee Covered Person has met any the applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporationNRS, nor an actual determination by the Company Corporation (including the Sole Membera determination by its directors who are not parties to such action, the Managers or independent a committee of such directors, special legal counsel, or its stockholders) that the Indemnitee Covered Person has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the IndemniteeCovered Person, shall be a defense to suchsuch suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.