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(c) A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such re{fiance to be unwarranted. Except as provided in Section 10.03, a person who performs the duties of a Director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a Director, inGuding without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated. Section 10.02. Loans. The corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or officer; provided, however, that this corporation may advance money to a Director or officer of this corporation or any subsidiary for expense reasonably anticipated to be incurred in performance of the duties of such officer or Director so long as such individual would be entitled to be reimbursed for such expenses absent that advance. Section 10.03. Self-Dealin4 Transactions. Except as approved in Section 10.04 below, the Board shall not approve a self~ealing transaction. Aself-dealing transaction is one to which the corporation is a party and in which one or more of the Directors has a material financial interest or a transaction between this corporation and one or more of the Directors or between this corporation and any person in which one or more of its Directors has a material financial interest. Section 10.04. Approval. The Board of Directors may approve aself-dealing transaction if the Board determines that the transaction is in the best interests of, and is fair and reasonable to, this corporation and, after reasonable investigation under the circumstances, determines that this corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board, in good faith, with knowledge of the material facts concerning the transaction and the Directory's interest in the transaction, and by a vote of the majority of the Directors then in office provided that a quorum is present, without counting the vote of the interested Director or Directors. Section 10.05. Other Conflicts of Interest. Board members are expected to disqualify themselves from voting on any matter where there exists an ethical or material conflict of interest. Section 10.06. Indemnification. To the fullest extent permitted by law, this corporation shall indemnify its Directors, officers, employees, and agents, including persons formeriy occupying any such position, and the heirs, executors and administrators of such persons, against all .expenses (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any action, suit, or proceeding, including an action by or in the right of the corporation, by reason of the fact that the person is or was a Director, officer, employee or agent of this corporation. Such right of indemnification shaft not be deemed exclusive of any other rights to which such person may be entitled apart from this Section 10.06. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any action, suit, or proceeding shat{ be advanced by the Corporation before final disposition of the proceeding upon receipt by the Corporation of any undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses. 8