Neither Article XI nor Article XII of the Certificate of Incorporation shall be amended, repealed or otherwise modified for a period of six years after the Closing Date in any manner that would adversely affect the rights thereunder of any individuals covered thereby (the " Covered Persons" ). From and after the Closing Date, any determination to be made pursuant to Article XI of the Certificate of Incorporation by the Board of Directors with respect to the advancement of expenses shall be made without the participation of any Board Representative. If the Board of Directors makes a determination that the facts then known to the Board of Directors would not preclude indemnification under the Michigan Business Corporation Act, and the Covered Person has complied with the requirements of clauses (a) and (b) of the second sentence of Article XI of the Certificate of Incorporation, then the Company shall be required to advance such expenses to such Covered Person to the fullest extent permitted by the Michigan Business Corporations Act. The provisions of this Section 4.9 shall survive the Closing Date and are intended to be for the benefit of, and shall be enforceable by, each Covered Person and his or her heirs and representatives.