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 by the Indemnitee and subject to indemnification under Section 3 above shall be paid directly by ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇ 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 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) 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 ▇▇▇▇▇▇▇▇ 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 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) 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 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 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) 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. Any payment for indemnification of Losses shall be made by the Indemnifying Party to the Indemnified Party within 15 Business Days from the receipt by the Indemnifying Party of a written notice informing that (ai) Expenses incurred a final and non-appealable decision was issued requesting payment of the applicable Loss under a Third-Party Claim, or settlement thereunder is reached under a final and non-appealable form, with respect to a Third-Party Claim with respect to which the applicable Indemnifying Party has agreed in writing with its obligation to indemnify and the amount payable as indemnification; (ii) a final and non-appealable decision is issued by Indemnitee and subject to indemnification arbitration under Section 3 above 10.1, whether with respect to a Direct Claim or a Third-Party Claim with respect to which the applicable Indemnifying Party has disagreed (or has missed to agree) with its obligation to indemnify or the amount payable as indemnification; or (iii) Indemnifying Party and Indemnified Party has agreed in writing about the indemnity liability of the Indemnifying Party and the amount payable as indemnification. 9.5.1. In the event of payment in full by an Indemnifying Party to an Indemnified Party in connection with any Claim ("Indemnified Claim"), such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right or claim relating to such Indemnified Claim against any claimant or plaintiff asserting such Indemnified Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner and (at such Indemnifying Party's cost and expense) in prosecuting any subrogated right or claim. 9.5.2. If any amount is effectively recovered and received (fully or partially) by the applicable Indemnified Party or its Affiliates with respect to a Loss, including under any insurance policy or otherwise reimbursed or paid by any third party, such amount shall be deducted from the amounts to be indemnified by the applicable Indemnifying Party. In the event any such recoveries is received by the Indemnified Party or its Affiliates after indemnification is paid by the Indemnifying Party, the former shall reimburse the latter for the full amount of such recoveries (to the extent recoveries do not exceed the indemnification paid by the Indemnifying Party) within 15 Business Days from its receipt by the Indemnified Party. 9.5.3. All indemnity claims made pursuant to this ARTICLE 9 shall be paid directly by in immediately available funds to the Corporation within five (5) days after bank account of the receipt of a written request of Indemnitee setting Indemnified Party. 9.5.4. The Parties expressly agree that their sole and exclusive monetary remedy for the events set forth in reasonable detail the amount requested Sections 9.1 and accompanied by copies of relevant invoices or other documentation. Resolution Costs incurred by Indemnitee and subject to indemnification under Section 3 above 9.2 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 provisions 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 indemnificationARTICLE 9. (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) 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) 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.