Common use of Payment of Indemnification Clause in Contracts

Payment of Indemnification. (a) Expenses incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within five (5) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate that Indemnitee in good faith believes that he or she is entitled to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts paid or advanced under this Agreement to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to indemnification of such amounts under this Agreement and amounts advanced to cover Expenses which Indemnitee does not in fact incur. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board of Directors, to have made a determination before the commencement of any Proceeding that indemnification is proper, nor an actual determination by the Corporation, including its Board of Directors or legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, also shall be fully reimbursed by the Corporation.

Payment of Indemnification. (a) Expenses incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation or reimbursed to Indemnitee within five (5) ten days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate providing that Indemnitee in good faith believes that he or she is entitled undertakes to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts amount paid or advanced under this Agreement Section if and to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to indemnification under Section 3. (b) Except as otherwise provided in Section 4(a) above, any indemnification under Section 3 above shall be made no later than 30 days after receipt by the Corporation of the written request of Indemnitee, unless within that 30-day period the Board of Directors, by a majority vote of a quorum consisting of directors who are not parties to the Proceeding, determines that Indemnitee is not entitled to the indemnification set forth in Section 3 or unless the Board of Directors refers Indemnitee's indemnification request to independent legal counsel. In cases where there are no directors who are not parties to the Proceeding, the indemnification request shall be referred to independent legal counsel. If the indemnification request is referred to independent legal counsel, then Indemnitee shall be paid no later than 45 days after Indemnitee's initial request to the Corporation unless within that time independent legal counsel presents to the Board of Directors a written opinion that indemnification is not allowed under Section 3 of this Agreement. If a Change in Control occurs and results in individuals who were directors prior to the circumstances giving rise to the Change in Control ceasing for any reason to constitute a majority of the Board of Directors, the above determination, if any, shall be made by independent legal counsel and not the Board of Directors. The Corporation agrees to pay the reasonable fees of the independent legal counsel and to fully indemnify that counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant to this Agreement. If there has not been a Change in Control, independent legal counsel shall be selected by the Board or Directors or the executive committee of the board, and if there has been a Change in Control, the independent legal counsel shall be selected by Indemnitee. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The person, persons or entity making the determination with respect to Indemnitee's entitlement to indemnification shall notify Indemnitee of such amounts under this Agreement and amounts advanced to cover Expenses which Indemnitee does not in fact incurdetermination no later than two (2) business days after the determination is made. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement or by law shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board of Directors, to have made a determination before prior to the commencement of any Proceeding that indemnification is proper, nor an actual determination by the Corporation, including its Board of Directors or independent legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. If the Board of Directors or independent legal counsel determines in accordance with Section 4(b) that Indemnitee would not be permitted to be indemnified in whole or in part, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction and in which venue is proper seeking an independent determination by the court or challenging the determination by the Board of Directors or independent legal counsel, and the Corporation hereby consents to service of process and to appear in that Proceeding. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully reimbursed by the Corporation.

Payment of Indemnification. (a) Expenses incurred The Parties agree that Clause 17.1 is inserted in the Joint Venture Agreement, and that the subsequent Clauses of the Joint Venture Agreement are renumbered as a result hereof. The Parties agree that Clause 17.1 reads as follows: "The Parties agree that, as a general rule, any indemnification or any other sum due by Indemnitee and subject Shurgard or Luxco to indemnification the Company under Section 3 above the Joint Venture Agreement, shall be paid directly into the Master Proceeds Account (as defined in the Senior Credit Agreement) of the Company. The Parties shall procure that as at and from the Closing Date, the Company irrevocably grants to the Security Agent (as defined in the Senior Credit Agreement) the right to claim, on behalf and for the account of the Company, following an Event of Default under the Senior Credit Agreement, indemnification for any damages incurred by the Corporation within five (5) days after Company under the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to Joint Venture Agreement, provided that such indemnification under Section 3 above shall be paid directly by into the Corporation within thirty Master Proceeds Account of the Company." Amendment to the Articles of Association of First Shurgard SPRL (30Schedule 1.1.1 to the Joint Venture Agreement) days after The Parties agree that the receipt third paragraph of a written request Article 9 of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must agreed Articles of Association shall be accompanied by a signed certificate that Indemnitee in good faith believes that he or she is entitled to indemnification brought in accordance with the requirements modification set out in Clause 2 above to read as follows: "Notwithstanding the foregoing and in deviation from Article 249, Section 2 of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he the Companies Code, the shares may only be freely transferred (i) to the shareholders of the same class of shares or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined (ii) by a final judgment shareholder to an Affiliated Company (as defined in Article 11 of the Companies Code) of such shareholder, provided that the Affiliated Company undertakes to retransfer the shares to such shareholder when the Affiliated Company ceases to be an Affiliated Company of such shareholder or other final adjudication that Indemnitee is not entitled to indemnification. (biii) Indemnitee agrees to promptly repay any amounts paid or advanced under this Agreement by all shareholders jointly to the extent that it Security Agent, as such term has been defined in the senior credit agreement of 26 May 2003 between (amongst others) the company and Société Générale (the "Senior Credit Agreement"), upon the occurrence of an Event of Default (as in the Senior Credit Agreement), which is ultimately determined continuing or (iv) to any person elected pursuant to the procedure set out in accordance with Section 4(a) above that Indemnitee the law of 5 May 1872 on commercial pledges, upon the occurence of an Event of Default (as defined in the Senior Credit Agreement), which is not entitled to indemnification of such amounts under this Agreement and amounts advanced to cover Expenses which Indemnitee does not in fact incurcontinuing. (c) " The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure French version of the CorporationArticles of Association shall read as follows: 'Nonobstant ce qui précède et par exception à ce qui est prévu à l'article 249, including its Board Section 2 du Code des sociétés, les actions ne peuvent être cédées librement que (i) à des actionnaires de la même catégorie d'actions ou (ii) par un actionnaire à une Société Liée (tel que ce terme est défini à l'article 11 du Code des sociétés) de cet actionnaire, pour autant que la Société Liée s'engage à rétrocéder les actions à cet actionnaire dès qu'elle cesse d'être une Société Liée de ce dernier ou (iii) par tous les actionnaires conjointement au profit du Security Agent, tel que ce terme est défini dans le contrat de crédit du 26 mai 2003 conclu (entre autre) entre la société et Société Générale ("Senior Credit Agreement"), en cas de survenance d'un Cas de Défaillance (Event of DirectorsDefault comme défini dans le Senior Credit Agreement) qui continue ou (iv) à chaque personne désignée conformément à la procédure prévue dans la loi du 5 mai 1872 sur xx xxxx commercial, en cas de survenance d'un Cas de Défaillance (Event of Default, comme défini dans le Senior Credit Agreement) qui continue." Amendment to have made a determination before the commencement of any Proceeding that indemnification is proper, nor an actual determination by Property and Asset Management Agreement (Schedule 5.4.1 to the Corporation, including its Board of Directors or legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Joint Venture Agreement. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, also shall be fully reimbursed by the Corporation.)

Payment of Indemnification. (a) Expenses incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within five (5) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate that Indemnitee in good faith believes that he or she is entitled to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts paid or advanced under this Agreement to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to indemnification of such amounts under this Agreement and amounts advanced to cover Expenses which Indemnitee does not in fact incur. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board of Directors, to have made a determination before the commencement of any Proceeding that indemnification is proper, nor an actual determination by the Corporation, including its Board of Directors or legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, also shall be fully reimbursed by the Corporation.

Payment of Indemnification. (a) Expenses incurred by the Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation or reimbursed to the Indemnitee within five two (52) days after the receipt of a written request of the Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate providing that Indemnitee in good faith believes that he or she is entitled undertakes to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts amount paid or advanced under this Agreement section to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to such indemnification. (b) Except as otherwise provided in Section 4(a) above, any indemnification under Section 3 above shall be made no later than thirty (30) days after receipt by the Corporation of the written request of Indemnitee, unless within said 30-day period the board of directors, by a majority vote of a quorum consisting of directors who are not parties to such amounts Proceeding, determines that the Indemnitee is not entitled to the indemnification set forth in Section 3 or unless the board of directors refers the Indemnitee's indemnification request to independent legal counsel. In cases where there are no directors who are not parties to the Proceeding, the indemnification request shall be referred to independent legal counsel. If the indemnification request is referred to independent legal counsel, then Indemnitee shall be paid no later than forty-five (45) days after Indemnitee's initial notice to the Corporation unless within that time independent legal counsel presents to the board of directors a written opinion stating in unconditional terms that indemnification is not allowed under Section 3 of this Agreement. If a Change in Control (as defined in Section 5) occurs and results in individuals who were directors prior to the circumstances giving rise to the Change in Control ceasing for any reason to constitute a majority of the board of directors, the above determination, if any, shall be made by independent legal counsel and not the board of directors. The Corporation agrees to pay the reasonable fees of the independent legal counsel and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant thereto. If there has not been a Change in Control as defined in Section 5, independent legal counsel shall be selected by the board of directors or the executive committee of the board, and amounts advanced to cover Expenses which Indemnitee does not if there has been a Change in fact incurControl, the independent legal counsel shall be selected by Indemnitee. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board board of Directorsdirectors, to have made a determination before prior to the commencement of any Proceeding that indemnification is proper, nor an actual determination by the Corporation, including its Board board of Directors directors or independent legal counsel, that indemnification is not proper, shall bar an the action by Indemnitee to enforce this Agreement or create a presumption that -4- Indemnitee is not entitled to indemnification under this Agreement. If the board of directors or independent legal counsel determines in accordance with Section 4(b) above that Indemnitee would not be permitted to be indemnified in whole or in part, Indemnitee shall have the right to commence litigation in any court in the states of Michigan or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the board of directors or independent legal counsel, and the Corporation hereby consents to service of process and to appear in any such proceeding. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully reimbursed by the Corporation.

Payment of Indemnification. (a) Expenses incurred by Indemnitee and subject to indemnification under Section 3 above If a claim shall be paid directly made by any taxing authority, which, if successful, might result in an indemnity payment to the Corporation within five Company pursuant to Section 5.2, the Company shall promptly notify Sears in writing of such claim (5) days after the receipt a "Tax Claim"). If notice of a written request Tax Claim is not given to Sears within a sufficient period of Indemnitee setting forth time to allow Sears to effectively contest such Tax Claim, or in reasonable detail to apprise Sears of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Sears shall not be liable to the Company, to the extent that Sears' position is actually prejudiced as a result thereof. Upon payment of any Taxes with respect to which a party is entitled to receive indemnification hereunder, such party shall submit an invoice to the indemnifying party stating that such Taxes have been paid and giving in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentationparticulars relating thereto. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above The indemnifying party shall be paid directly by the Corporation within thirty (30) days after the remit payment for such Taxes promptly upon receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate that Indemnitee in good faith believes that he or she is entitled to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnificationsuch invoice. (b) Indemnitee agrees Any payment for indemnification hereunder (whether under Section 4 or Section 5) shall be treated for federal income tax purposes as payments to promptly repay any amounts paid or advanced under this Agreement to which Section 118 of the Code applies. To the extent that it such treatment is ultimately determined in accordance with Section 4(a) above to be inapplicable and that Indemnitee an indemnification payment is not entitled to indemnification of such amounts under this Agreement and amounts advanced to cover Expenses which Indemnitee does not in fact incur. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board of Directors, to have made a determination before the commencement of any Proceeding that indemnification is proper, nor an actual determination by the Corporation, including its Board of Directors or legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in partpart taxable to any Company Indemnitee, also then any such indemnification payment shall be fully reimbursed by "grossed up" to take into account any Taxes imposed upon such Company Indemnitee with respect to such indemnification payment so that the Corporationnet "after-tax" amount of such payment is sufficient to satisfy the Taxes, Losses, WAH Liabilities or other indemnified amounts under Section 4 and Section 5; provided, however, that any such gross up shall take into account Section 4.5 of this Agreement and the tax effect to the Indemnified Party of the amounts so indemnified.

Payment of Indemnification. (a) Expenses incurred by the Indemnitee and subject to indemnification under Section 3 above shall be paid directly by Xxxxxxxx or reimbursed to the Corporation Indemnitee within five two (52) days after the receipt of a written request of the Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate providing that Indemnitee in good faith believes that he or she is entitled undertakes to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts amount paid or advanced under this Agreement Section to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to such indemnification. (b) Except as otherwise provided in Section 4(a) above, any indemnification under Section 3 above shall be made no later than thirty (30) days after receipt by Xxxxxxxx of the written request of Indemnitee, unless within said thirty (30) day period the Board of Directors, by a majority vote of a quorum consisting of directors who are not parties to such amounts Proceeding, determines that the Indemnitee is not entitled to the indemnification set forth in Section 3 or unless the Board of Directors refers the Indemnitee's indemnification request to independent legal counsel. In cases where there are no directors who are not parties to the Proceeding, the indemnification request is referred to independent legal counsel. If the indemnification request is referred to independent legal counsel, then Indemnitee shall be paid no later than forty-five (45) days after Indemnitee's initial request to Hastings unless within that time independent legal counsel presents to the Board of Directors a written opinion stating in unconditional terms that indemnification is not allowed under Section 3 of this Agreement. If a Change in Control (as defined in Section 5) occurs and results in individuals who were directors prior to the circumstances giving rise to the Change in Control ceasing for any reason to constitute a majority of the Board of Directors, the above determination, if any, shall be made by independent legal counsel and not the Board of Directors. Xxxxxxxx agrees to pay the reasonable fees of the independent legal and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant thereto. If there has not been a Change in Control as defined in Section 5, independent legal counsel shall be selected by the Board or Directors or the executive committee of the board, and amounts advanced to cover Expenses which Indemnitee does not if there has been a Change in fact incurControl, the independent legal counsel shall be selected by Indemnitee. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation Hastings or on the person challenging the indemnification. Neither the failure of the CorporationHastings, including its Board of Directors, to have made a determination before prior to the commencement of any Proceeding that indemnification is proper, nor an actual determination by the CorporationXxxxxxxx, including its Board of Directors or independent legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. If the Board of Directors or independent legal counsel determines in accordance with Section 4(b) above that Indemnitee would not be permitted to be indemnified in whole or in part, Indemnitee shall have the right to commence litigation in any court in the State of Michigan having subject matter jurisdiction thereof and in which venue is proper seeking an independent determination by the court or challenging any such determination by the Board of Directors or independent legal counsel, and Xxxxxxxx hereby consents to service of process and to appear in any such proceeding. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully reimbursed by the CorporationXxxxxxxx.

Payment of Indemnification. (a) The Corporation shall pay or reimburse Indemnitee all Expenses incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within five (5) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by for which Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate that Indemnitee in good faith believes that he or she is entitled to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this AgreementSection 3, Indemnitee will be upon written demand for such payment or reimbursement from the Indemnitee, promptly if, when and to the extent that a determination has been made, or deemed to have met been made, in the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication manner provided in this Section 4 that Indemnitee is not entitled to indemnificationindemnification under Section 3. (b) A determination as to whether or not Indemnitee agrees is entitled to promptly repay indemnification shall be made, no later than 30 days after receipt by the Corporation of a written demand of Indemnitee for such payment or reimbursement, by: (i) a majority vote of a quorum of directors who are not parties or threatened to be made parties to such Proceeding; (ii) if a quorum cannot be obtained under subsection (i), a majority vote of a committee of two or more directors, duly designated by the board, who are not parties or threatened to be made parties to such Proceeding; or (iii) if there are no directors who are not parties to the Proceeding, independent legal counsel selected by the board. If such determination is not referred to independent legal counsel, the board of directors, or committee provided in this subsection, shall be deemed to have made a determination that the Indemnitee is entitled to Indemnification under Section 3 and that the Expenses and Resolution Costs are reasonable, unless such board or committee determines, in writing and in unconditional terms, that indemnification is not allowed under Section 3 of this Agreement or that a specified portion of such Expenses and Resolution Costs are not reasonable. (c) If a Change in Control (as defined in Section 1 (d)) has occurred, the determination made under Section 4 shall be made by independent legal counsel and not the board of directors or a committee of the board of directors. If there has been a Change in Control, independent legal counsel shall be selected by Indemnitee. The Corporation shall pay the reasonable fees of the independent legal counsel and fully indemnify such counsel against any amounts paid and all expense (including attorney fees), claims, liabilities, and damages arising out of or advanced relating to this Agreement or its engagement pursuant thereto. (d) If the indemnification demand is referred to independent legal counsel under this Agreement Section 4, a determination as to whether or not Indemnitee is entitled to indemnification shall be made no later than 45 days after Indemnitee's initial demand to the extent Corporation. Independent legal counsel shall be deemed to have made a determination that it indemnification is ultimately determined allowed under Section 3 of this Agreement and that the Expenses and Resolution Costs are reasonable, unless within that time independent legal counsel presents to the Corporation's board of directors a written opinion stating in accordance with Section 4(a) above unconditional terms that Indemnitee is not entitled to indemnification under Section 3 of this Agreement or that a specified portion of such amounts under this Agreement Expenses and amounts advanced to cover Expenses which Indemnitee does Resolution Costs are not in fact incurreasonable. (ce) The If the Corporation has not made a determination as to whether or not indemnification is allowed under Section 3 within the 30 day period (or 45 day period if referred to independent legal counsel) prescribed in Section 4, the Corporation, shall take all actions necessary be deemed to enable it have made a determination that Indemnitee is entitled to indemnify Indemnitee indemnification under this Agreement. Section 3 and that the Expenses and Resolution Costs are reasonable. (f) The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not required or permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board board of Directorsdirectors, committee, or legal counsel to have made a determination before prior to the commencement of any Proceeding that indemnification is proper, nor an actual determination by the Corporation, including its Board board of Directors directors, committee, or independent legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreementagreement. If the board of directors, committee, or independent legal counsel determines in accordance with Section 4 above that Indemnitee would not be permitted to be indemnified in whole or in part, Indemnitee shall have the right to commence litigation in any court in the State of Michigan having subject matter jurisdiction thereof and in which venue is proper seeking an independent determination by the court or challenging. any such determination by the board of directors, committee, or independent legal counsel, and the Corporation hereby consents to service of process and to appear in any such proceeding. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully paid or reimbursed by the Corporation. (g) Indemnitee shall not participate in any way in the board of directors' or committees' discussion and approval of indemnification under this Section 4. However, Indemnitee may (i) participate in designation of a committee or a selection of independent legal counsel under Subsection 4(b) and (ii) present Indemnitee's request to the board of directors and respond to any inquiries concerning Indemnitee's involvement in the circumstances giving rise to the administrative proceeding or civil action.

Payment of Indemnification. (a) Expenses incurred by the Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation Company or reimbursed to the Indemnitee within five two (52) days after the receipt of a written request of the Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate providing that Indemnitee in good faith believes that he or she is entitled undertakes to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts amount paid or advanced under this Agreement Section to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to indemnification under Section 3. (b) Except as otherwise provided in Section 4(a) above, any indemnification under Section 3 above shall be made no later than thirty (30) days after receipt by the Company of such amounts the written request of Indemnitee, unless within that 30-day period the Board of Directors, by a majority vote of a quorum consisting of directors who are not parties to the Proceeding, determines that the Indemnitee is not entitled to the indemnification set forth in Section 3 or unless the Board of Directors refers the Indemnitee's indemnification request to independent legal counsel. In cases where there are no directors who are not parties to the Proceeding, the indemnification request shall be referred to independent legal counsel. If the indemnification request is referred to independent legal counsel, then Indemnitee shall be paid no later than forty-five (45) days after Indemnitee's initial request to the Company unless within that time independent legal counsel presents to the Board of Directors a written opinion stating in unconditional terms that indemnification is not allowed under Section 3 of this Agreement. If a Change in Control occurs and results in individuals who were directors before the circumstances giving rise to the Change in Control ceasing for any reason to constitute a majority of the Board of Directors, the above determination, if any, shall be made by independent legal counsel and not the Board of Directors. The Company agrees to pay the reasonable fees of the independent legal counsel and to fully indemnify that counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant to this Agreement. If there has not been a Change in Control, independent legal counsel shall be selected by the Board of Directors, and amounts advanced to cover Expenses which Indemnitee does not if there has been a Change in fact incurControl, the independent legal counsel shall be selected by Indemnitee. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation Company or on the person challenging the indemnification. Neither the failure of the CorporationCompany, including its Board of Directors, to have made a determination before prior to the commencement of any Proceeding that indemnification is proper, nor an actual determination by the CorporationCompany, including its Board of Directors or independent legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. If the Board of Directors or independent legal counsel determines in accordance with Section 4(b) above that Indemnitee would not be permitted to be indemnified in whole or in part, Indemnitee shall have the right to commence litigation in any court in the State of Michigan having subject matter jurisdiction and that venue is proper seeking an independent determination by the court or challenging the determination by the Board of Directors or independent legal counsel, and the Company hereby consents to service of process and to appear in that Proceeding. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully reimbursed by the CorporationCompany.

Payment of Indemnification. (a) Expenses incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation or reimbursed to Indemnitee within five (5) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation or reimbursed to Indemnitee within thirty (30) days after the receipt of a written request of Indemnitee Indemnitee, setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate that Indemnitee in good faith believes that he or she is entitled to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts paid or advanced under this Agreement to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to indemnification of such amounts under this Agreement and amounts advanced to cover Expenses which Indemnitee does not in fact incur. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board of Directors, to have made a determination before prior to the commencement of any Proceeding that indemnification is 2 proper, nor an actual determination by the Corporation, including its Board of Directors or legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully reimbursed by the Corporation.

Payment of Indemnification. (a) Expenses incurred by the Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation or reimbursed to the Indemnitee within five two (52) days after the receipt of a written request of the Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate providing that Indemnitee in good faith believes that he or she is entitled undertakes to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts amount paid or advanced under this Agreement section to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to such indemnification. (b) Except as otherwise provided in Section 4(a) above, any indemnification under Section 3 above shall be made no later than thirty (30) days after receipt by the Corporation of the written request of Indemnitee, unless within said 30-day period the board of directors, by a majority vote of a quorum consisting of directors who are not parties to such amounts Proceeding, determines that the Indemnitee is not entitled to the indemnification set forth in Section 3 or unless the board of directors refers the Indemnitee's indemnification request to independent legal counsel. In cases where there are no directors who are not parties to the Proceeding, the indemnification request shall be referred to independent legal counsel. If the indemnification request is referred to independent legal counsel, then Indemnitee shall be paid no later than forty-five (45) days after Indemnitee's initial notice to the Corporation unless within that time independent legal counsel presents to the board of directors a written opinion stating in unconditional terms that indemnification is not allowed under Section 3 of this Agreement. If a Change in Control (as defined in Section 5) occurs and results in individuals who were directors prior to the circumstances giving rise to the Change in Control ceasing for any reason to constitute a majority of the board of directors, the above determination, if any, shall be made by independent legal counsel and not the board of directors. The Corporation agrees to pay the reasonable fees of the independent legal counsel and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant thereto. If there has not been a Change in Control as defined in Section 5, independent legal counsel shall be selected by the board of directors or the executive committee of the board, and amounts advanced to cover Expenses which Indemnitee does not if there has been a Change in fact incurControl, the independent legal counsel shall be selected by Indemnitee. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board of Directors, to have made a determination before the commencement of any Proceeding that indemnification is proper, nor an actual determination by the Corporation, including its Board of Directors or legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, also shall be fully reimbursed by the Corporation.-4-

Payment of Indemnification. (a) Expenses incurred by the Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation or reimbursed to the Indemnitee within five two (52) days after the receipt of a written request of the Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate providing that Indemnitee in good faith believes that he or she is entitled undertakes to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this Agreement, Indemnitee will be deemed to have met the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnification. (b) Indemnitee agrees to promptly repay any amounts amount paid or advanced under this Agreement Section to the extent that it is ultimately determined in accordance with Section 4(a) above that Indemnitee is not entitled to such indemnification. (b) Except as otherwise provided in Section 4(a) above, any indemnification under Section 3 above shall be made no later than thirty (30) days after receipt by the Corporation of the written request of Indemnitee, unless within said 30-day period the Board of Directors, by a majority vote of a quorum consisting of Directors who are not parties to such amounts Proceeding, determines that the Indemnitee is not entitled to the indemnification set forth in Section 3 or unless the Board of Directors refers the Indemnitee's indemnification request to independent legal counsel. In cases where there are no Directors who are not parties to the Proceeding, the indemnification request shall be referred to independent legal counsel. If the indemnification request is referred to independent legal counsel, then Indemnitee shall be paid no later than forty-five (45) days after Indemnitee's initial notice to the Corporation unless within that time independent legal counsel presents to the Board of Directors a written opinion stating in unconditional terms that indemnification is not allowed under Section 3 of this Agreement. If a Change in Control (as defined in Section 5) occurs and results in individuals who were Directors prior to the circumstances giving rise to the Change in Control ceasing for any reason to constitute a majority of the Board of Directors, the above determination, if any, shall be made by independent legal counsel and not the Board of Directors. The Corporation agrees to pay the reasonable fees of the independent legal counsel and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant thereto. If there has not been a Change in Control as defined in Section 5, independent legal counsel shall be selected by the Board of Directors or the executive committee of the board, and amounts advanced to cover Expenses which Indemnitee does not if there has been a Change in fact incurControl, the independent legal counsel shall be selected by Indemnitee. (c) The Corporation shall take all actions necessary to enable it to indemnify Indemnitee under this Agreement. The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not permitted by this Agreement shall be on the Corporation or on the person challenging the indemnification. Neither the failure of the Corporation, including its Board of Directors, to have made a determination before prior to the commencement of any Proceeding that indemnification is proper, nor an actual determination by the Corporation, including its Board of Directors or independent legal counsel, that indemnification is not proper, shall bar an the action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. If the Board of Directors or independent legal counsel determines in accordance with Section 4(b) above that Indemnitee would not be permitted to be indemnified in whole or in part, Indemnitee shall have the right to commence litigation in any court in the State of Michigan having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Board of Directors or independent legal counsel, and the Corporation hereby consents to service of process and to appear in any such proceeding. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully reimbursed by the Corporation.

Payment of Indemnification. (a) The Company shall pay or reimburse Indemnitee all Expenses incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within five (5) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by for which Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate that Indemnitee in good faith believes that he or she is entitled to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under this AgreementSection 3, Indemnitee will be upon written demand for such payment or reimbursement from Indemnitee, promptly if, when and to the extent that a determination has been made, or deemed to have met been made, in the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication manner provided in this Section 4 that Indemnitee is not entitled to indemnificationindemnification under Section 3. (b) A determination as to whether or not Indemnitee agrees is entitled to promptly repay indemnification shall be made, no later than 30 days after receipt by the Company of a written demand of Indemnitee for such payment or reimbursement, by: (i) a majority vote of a quorum of directors who are not parties or threatened to be made parties to such Proceeding; (ii) if a quorum cannot be obtained under subsection (i), a majority vote of a committee of two or more directors, duly designated by the board, who are not parties or threatened to be made parties to such Proceeding; or (iii) if a quorum as described in subsection (i) cannot be obtained and a committee as described in subsection (ii) cannot be designated, the board of directors shall select independent legal counsel. If such determination is not referred to independent legal counsel, the board of directors, or committee provided in this subsection, shall be deemed to have made a determination that Indemnitee is entitled to Indemnification under Section 3 and that the Expenses and Resolution Costs are reasonable, unless within that 30 day period, such board or committee determines, in writing and in unconditional terms, that indemnification is not allowed under Section 3 of this Agreement or that a specified portion of such Expenses and Resolution Costs are not reasonable. Except as provided in Subsection 4(c), if the determination made under Section 4 is to be made by independent legal counsel then the independent legal counsel shall be selected by (x) a majority vote of a quorum of the board of directors who are not parties or threatened to be made parties to the Proceeding; (y) if a quorum cannot be obtained under subsection (x), a majority vote of two or more directors, duly designated by the board, who are not parties or threatened to be made parties to such Proceeding; or (z) if a quorum as described in subsection (x) cannot be obtained and a committee as described in subsection (y) cannot be designated, the board of directors shall select independent legal counsel. (c) If a Change in Control (as defined in Section 1(d)) has occurred and the Continuing Directors do not constitute a majority of the Board of Directors, the determination made under Section 4 shall be made by independent legal counsel and not the board of directors or a committee of the board of directors. If a Change in Control has occurred, independent legal counsel shall be selected by Indemnitee. The Company shall pay the reasonable fees of the independent legal counsel and fully indemnify such counsel against any amounts paid and all expense (including attorney fees), claims, liabilities, and damages arising out of or advanced relating to this Agreement or its engagement pursuant thereto. -5- (d) If the indemnification demand is referred to independent legal counsel under this Agreement Section 4, a determination as to whether or not Indemnitee is entitled to indemnification shall be made no later than 45 days after Indemnitee's initial demand to the extent Company. Independent legal counsel shall be deemed to have made a determination that it indemnification is ultimately determined allowed under Section 3 of this Agreement and that the Expenses and Resolution Costs are reasonable, unless within that 45 day period, independent legal counsel presents to the Company's board of directors a written opinion stating in accordance with Section 4(a) above unconditional terms that Indemnitee is not entitled to indemnification under Section 3 of this Agreement or that a specified portion of such amounts under this Agreement Expenses and amounts advanced to cover Expenses which Indemnitee does Resolution Costs are not in fact incurreasonable. (ce) The Corporation If the Company has not made a determination as to whether or not indemnification is allowed under Section 3 within the 30 day period (or 45 day period if referred to independent legal counsel) prescribed in Section 4, the Company shall take all actions necessary be deemed to enable it have made a determination that Indemnitee is entitled to indemnify Indemnitee indemnification under this Agreement. Section 3 and that the Expenses and Resolution Costs are reasonable. (f) The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdictionjurisdiction in the State of Michigan and in which venue is proper. The burden of proving that indemnification is not required or permitted by this Agreement shall be on the Corporation Company or on the person any Person challenging the indemnification. Neither the failure of the CorporationCompany, including its Board board of Directorsdirectors, committees, or legal counsel, to have made a determination before prior to the commencement of any Proceeding that indemnification is proper, proper nor an actual determination by the CorporationCompany, including its Board board of Directors directors, committee or independent legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. If the board of directors, committee or independent legal counsel determines in accordance with Section 4 that Indemnitee would not be permitted to be indemnified in whole or in part, Indemnitee shall have the right to commence litigation in any court of competent jurisdiction in the State of Michigan and in which venue is proper seeking an independent determination by the court or challenging any such determination by the board of directors, committee, or independent legal counsel, and the Company hereby consents to service of process and to appear in any such proceeding. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully paid or reimbursed by the CorporationCompany. (g) Indemnitee shall not participate in any way in the board of directors' or committees' discussion and approval of indemnification under this Section 4. However, Indemnitee may present Indemnitee's request to the board of directors and respond to any inquiries concerning Indemnitee's involvement in the circumstances giving rise to the administrative proceeding or civil action. -6-

Payment of Indemnification. (a) The Corporation shall pay or reimburse Indemnitee all Expenses incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within five (5) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by for which Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation within thirty (30) days after the receipt of a written request of Indemnitee setting forth in reasonable detail the amount requested and accompanied by relevant invoices or other documentation. Indemnitee's request for indemnification must be accompanied by a signed certificate that Indemnitee in good faith believes that he or she is entitled to indemnification in accordance with the requirements of this Agreement. If Indemnitee certifies that Indemnitee in good faith believes that he or she is entitled to indemnification under Section 3, upon written demand for such payment or reimbursement from the Indemnitee, promptly if, when and to the extent that a determination has been made, or deemed to have been made, in the manner provided in this AgreementSection 4 that Indemnitee is entitled to indemnification under Section 3. -4- (b) A determination as to whether or not Indemnitee is entitled to indemnification shall be made, no later than 30 days after receipt by the Corporation of a written demand of Indemnitee will for such payment or reimbursement, by: (i) a majority vote of a quorum of directors who are not parties or threatened to be made parties to such Proceeding; (ii) if a quorum cannot be obtained under subsection (i), a majority vote of a committee of two or more directors, duly designated by the board, who are not parties or threatened to be made parties to such Proceeding; or (iii) if there are no directors who are not parties to the Proceeding, independent legal counsel selected by the board. If such determination is not referred to independent legal counsel, the board of directors, or committee provided in this subsection, shall be deemed to have met made a determination that the necessary standard of conduct unless and until it is determined by a final judgment or other final adjudication that Indemnitee is not entitled to indemnificationIndemnification under Section 3 and that the Expenses and Resolution Costs are reasonable, unless within that 30 day period, such board or committee determines, in writing and in unconditional terms, that indemnification is not allowed under Section 3 of this Agreement or that a specified portion of such Expenses and Resolution Costs are not reasonable. (bc) Indemnitee agrees If a Change in Control (as defined in Section 1(d)) has occurred, the determination made under Section 4 shall be made by independent legal counsel and not the board of directors or a committee of the board of directors. If there has been a Change in Control, independent legal counsel shall be selected by Indemnitee. The Corporation shall pay the reasonable fees of the independent legal counsel and fully indemnify such counsel against any and all expense (including attorney fees), claims, liabilities, and damages arising out of or relating to promptly repay any amounts paid this Agreement or advanced its engagement pursuant thereto. (d) If the indemnification demand is referred to independent legal counsel under this Agreement Section 4, a determination as to whether or not Indemnitee is entitled to indemnification shall be made no later than 45 days after Indemnitee's initial demand to the extent Corporation. Independent legal counsel shall be deemed to have made a determination that it indemnification is ultimately determined allowed under Section 3 of this Agreement and that the Expenses and Resolution Costs are reasonable, unless within that 45 day period, independent legal counsel presents to the Corporation's board of directors a written opinion stating in accordance with Section 4(a) above unconditional terms that Indemnitee is not entitled to indemnification under Section 3 of this Agreement or that a specified portion of such amounts under this Agreement Expenses and amounts advanced to cover Expenses which Indemnitee does Resolution Costs are not in fact incurreasonable. (ce) The If the Corporation has not made a determination as to whether or not indemnification is allowed under Section 3 within the 30 day period (or 45 day period if referred to independent legal counsel) prescribed in Section 4, the Corporation shall take all actions necessary be deemed to enable it have made a determination that Indemnitee is entitled to indemnify Indemnitee indemnification under this Agreement. Section 3 and that the Expenses and Resolution Costs are reasonable. (f) The right to indemnification payments as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not required or permitted by this Agreement shall be on -5- the Corporation or on the person any Person challenging the indemnification. Neither the failure of the Corporation, including its Board board of Directorsdirectors, committees, or legal counsel, to have made a determination before prior to the commencement of any Proceeding that indemnification is proper, proper nor an actual determination by the Corporation, including its Board board of Directors directors, committee or independent legal counsel, that indemnification is not proper, shall bar an action by Indemnitee to enforce this Agreement or create a presumption that Indemnitee is not entitled to indemnification under this Agreementagreement. If the board of directors, committee or independent legal counsel determines in accordance with Section 4 above that Indemnitee would not be permitted to be indemnified in whole or in part, Indemnitee shall have the right to commence litigation in any court in the State of Michigan having subject matter jurisdiction thereof and in which venue is proper seeking an independent determination by the court or challenging any such determination by the board of directors, committee, or independent legal counsel, and the Corporation hereby consents to service of process and to appear in any such proceeding. Expenses incurred by Indemnitee in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, shall also shall be fully paid or reimbursed by the Corporation. (g) Indemnitee shall not participate in any way in the board of directors' or committees' discussion and approval of indemnification under this Section 4. However, Indemnitee may present Indemnitee's request to the board of directors and respond to any inquiries concerning Indemnitee's involvement in the circumstances giving rise to the administrative proceeding or civil action.