Common use of Certain Procedures Relating to Indemnification and Advancement of Expenses Clause in Contracts

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing her rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that she is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActBCA, for purposes of pursuing her the Indemnitee's rights to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification. No such determination shall be effective unless written notice thereof, which notice shall disclose disclosing with particularity the evidence in support of the Board’s 's determination. The foregoing notice , shall be signed by the director presiding as chairman at the meeting at which the vote have been given to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.within 30 calendar days after submission of the

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActBCA, for purposes of pursuing her the Indemnitee's rights to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification. No such determination shall be effective unless written notice thereof, which notice shall disclose disclosing with particularity the evidence in support of the Board’s 's determination, shall have been given to the Indemnitee within 30 calendar days after submission of the Indemnification Statement. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.this

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses indemnification amounts for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActCharter, By-Laws or DGCL, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, to (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “Indemnification Statement”) averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing her rights to indemnification under Sections 2(a), 2(b) ), 3(a), or 3(a3(b), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that she is entitled the entitlement to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses amounts, including expenses, for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) ), 3(a), or 3(a3(b), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine determine, subject to the limitation in Section 4(c) with respect to indemnification under Section 3, by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “Indemnification Statement”) averring that she he is entitled to indemnification hereunder; , and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActCharter, By-Laws or DGCL, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, to (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient present that the Indemnitee is not so entitled to rebut the foregoing presumption), indemnification and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a), the Agreement as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached Aattached hereto and made a part hereof (the “Indemnification Statement”) averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit Battached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding of claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the lndemnitee may, but shall not be required to, submit an Undertaking or such other form of request as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the lndemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be require in connection with an Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices. 5.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she he is entitled to indemnification hereunder; hereunder and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is innocent of any wrongdoing and is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless unless, within 30 calendar days after submission of the Indemnification Statement Statement, the Board shall consult with the underwriter of its directors' and officers' liability insurance and determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActTBCA, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A EXHIBIT 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she he is entitled to indemnification hereunder; , and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDCGL, for purposes of pursuing her the Indemnitee's rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board it shall be deemed to have determined by the appropriate body or person (including the Board, the directors who are not parties to the particular action, suit or proceeding at issue (or a committee thereof), independent legal counsel or the Stockholders, as the case may be) that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board such body or person shall determine by vote of a majority of the directors at a meeting at which a quorum is presentin accordance with Section 2(d), based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnificationindemnification because the Indemnitee failed to meet the standard of conduct set forth in Sections 2(a), 2(b) or 3(a), as the case may be, which notice shall disclose with particularity the evidence in support of the Board’s such determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7review.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActGCL, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A I attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period such.period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for For purposes of pursuing her any rights to indemnification under Sections 2(a), ) or 2(b) or 3(a)hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board entity making the determination whether the Indemnitee is entitled to indemnification (the "Determining Entity") a sworn written statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she is entitled to indemnification hereunderhereunder and the basis for asserting such a claim for indemnification; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement such a written statement to the Board Determining Entity shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), ) or 2(b) or 3(a)hereof, as the case may be, and the Board Determining Entity shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission receipt of such written statement the Indemnification Statement the Board Determining Entity shall determine (i) in the case of a determination made by the Board, by a vote of a majority of the directors who are not parties to such suit, action or proceeding at a meeting at which a quorum is present, (ii) in the case of a determination made by independent legal counsel, in its judgment, or (iii) in the case of a determination made by the Shareholders, by a vote of a majority of the Shareholders present at a meeting of Shareholders entitled to vote thereon at a meeting at which a quorum is present, in each case based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) that Indemnitee is not entitled to indemnification and the Indemnitee shall have received notice within such 30 calendar day period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which . The notice to the Indemnitee specified in the preceding sentence shall disclose with particularity the evidence in support of the Board’s Determining Entity's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board Determining Entity that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement written statement for indemnification shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “Indemnification Statement”) averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses indemnification amounts for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing her any rights to indemnification under Sections Section 2(a), ) or 2(b) or 3(a)hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board entity making the determination whether the Indemnitee is entitled to indemnification (the "Determining Entity") a sworn written statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that she he is entitled to indemnification hereunderhereunder and the basis for asserting such a Claim for indemnification; and (ii) present to the Company Corporation reasonable evidence of all expenses Indemnifiable Expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement such a written statement to the Board Determining Entity shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), ) or 2(b) or 3(a)hereof, as the case may be, and the Board Determining Entity shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission receipt of such written statement the Indemnification Statement the Board Determining Entity shall determine (i) in the case of a determination made by the Board, by a vote of a majority of the directors who are not parties to such Proceeding, at a meeting at which a quorum is present, (ii) in the case of a determination made by independent legal counsel, in its judgment, or (iii) in the case of a determination made by the Stockholders, by a vote of a majority of the common Stockholders entitled to vote at the election of directors present at a meeting of Stockholders entitled to vote thereon at a meeting at which a quorum is present in each case based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) that the Indemnitee is not entitled to indemnification and the Indemnitee shall have received notice within such 30 calendar day period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which . The notice to the Indemnitee specified in the preceding sentence shall disclose with particularity the evidence in support of the Board’s Determining Entity's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached Aattached hereto and made a part hereof (the “Indemnification Statement”) averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Delaware General Corporation ActLaw (the "DGCL"), for purposes of pursuing her any rights to indemnification under Sections 2(a), 2(b) or 3(a)4(a) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board entity making the determination whether the Indemnitee is entitled to indemnification (the "Determining Entity") a sworn written statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she is entitled to indemnification hereunderhereunder and the basis for asserting such a claim for indemnification; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement such a written statement to the Board Determining Entity shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)4(a) hereof, as the case may be, and the Board Determining Entity shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission receipt of such written statement the Indemnification Statement the Board Determining Entity shall determine (i) in the case of a determination made by the Board, by a vote of a majority of the directors who are not parties to such suit, action or proceeding at a meeting at which a quorum is present, (ii) in the case of a determination made by independent legal counsel, in its judgment, or (iii) in the case of a determination made by the Stockholders, by a vote of a majority of the Stockholders present at a meeting of Stockholders entitled to vote thereon at a meeting at which a quorum is present, in each case based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) that Indemnitee is not entitled to indemnification and the Indemnitee shall have received notice within such 30 calendar day period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which . The notice to the Indemnitee specified in the preceding sentence shall disclose with particularity the evidence in support of the Board’s Determining Entity's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board Determining Entity that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement written statement for indemnification shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the General Corporation ActLaw of the State of Delaware, as amended (the “DGCL”), for purposes of pursuing her any rights to indemnification under Sections 2(a), 2(b) or 3(a)4(a) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board entity making the determination whether the Indemnitee is entitled to indemnification (the “Determining Entity”) a sworn written statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she is entitled to indemnification hereunderhereunder and the basis for asserting such a claim for indemnification; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement such a written statement to the Board Determining Entity shall create a rebuttable presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)4(a) hereof, as the case may be, and the Board Determining Entity shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 thirty (30) calendar days after submission receipt of such written statement, the Determining Entity shall determine (i) in the case of a determination made by a majority vote of the Indemnification Statement disinterested directors who are not parties to such suit, action or proceeding even though less than a quorum, (ii) in the Board shall determine case of a determination made by a committee of disinterested directors by majority vote, (iii) in the case of a determination made by independent legal counsel, in its judgment, or (iv) in the case of a determination made by the Stockholders, by a vote of a majority of the directors Stockholders present at a meeting of Stockholders entitled to vote thereon at a meeting at which a quorum is present, in each case based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) that Indemnitee is not entitled to indemnification and the Indemnitee shall have received notice within such thirty (30) calendar day period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which . The notice to the Indemnitee specified in the preceding sentence shall disclose with particularity the evidence in support of the BoardDetermining Entity’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board Determining Entity that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement written statement for indemnification shall be subject to judicial review as provided in Section 77 hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny any indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing her his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that she he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices. 4

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActBCA, for purposes of pursuing her the Indemnitee's rights to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the DTE Energy Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that she the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company DTE Energy reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the DTE Energy Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, and the DTE Energy Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the DTE Energy Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification. No such determination shall be effective unless written notice thereof, which notice shall disclose disclosing with particularity the evidence in support of DTE Energy Board's determination, shall have been given to the Board’s determinationIndemnitee within 30 calendar days after submission of the Indemnification Statement. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.DTE Energy