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ARTICLE X- INDEWIFICATION
<br /> To the extent permitted by law, and in accord with applicable statutory.
<br /> requirements, the Corporation may indemnify or agree to indemnify any person who
<br /> was or is a party _-Ir is threatened to be made a party to any threatened, pending
<br /> or completed action, suit or proceeding, whether civil, criminal, administrative
<br /> or investigative (other` than an action by or in the right of the Corporation) by
<br /> reason of the fact that he or she is or was a director, officer, employee or
<br /> agent of the Corporation, or is or was serving at the request of the Corporation
<br /> as a director, officer, employee or agent of another Corporation, domestic or
<br /> foreign, nonprofit, partnership. Joint venture, trust or other enterprise,
<br /> against expenses (including attorney's ,fees) , judgments, fines, and amounts paid
<br /> in settlement actually and reasonably incurred by him or her in connection with
<br /> each action, suit or proceeding if he acted, in good faith and in a manner he or
<br /> she reasonable believed to be in or not opposed to the best interests of the
<br /> Corporation, and with respect to any criminal action or proceeding, had no
<br /> reasonable cause to believe his or her conduct was unlawful. The termination of
<br /> any action, suit or proceeding by judgment, order, settlement, conviction, or
<br /> Upon, a plea of nor. contenders or its equivalent, shall not, of itself, create a
<br /> presumption that the person did not act in good faith and in a manner which he
<br /> or she reasonably believed to be in or net opposed to the best interests of the
<br /> corporation, and, with respect to any criminal action or proceeding, had
<br /> reasonable cause to believe that his conduct was unlawful.
<br /> Any indemnification under the Article, unless ordered by a court, shall be made
<br /> by the Corporation only as authorized in the specific case upon a determination
<br /> that indemnification of the director, officer, employee or or agent proper in
<br /> conduct
<br /> the circumstances because he or she has met the applicable
<br /> set forth in this Section.
<br /> The indemnification provided by this Article shall not be deemed exclusive of
<br /> any Other rights -.o which those seeking indemnification may be entitled under
<br /> the Articles Of Incorporation or any other provisions of these 8y-Laws or any
<br /> agreement, vote of members or disinterested directors, or otherwise, both as to
<br /> action in his official capacity and as to action in another capacity while
<br /> holding such effi2e, and shall continue as to a person who has ceased to be a
<br /> director, officer, employee or agent and shall inure to the benefit Of the
<br /> heirs, executors, and administrators of such a person.
<br /> The Corporation shall have the power to purchase and maintain insurance on
<br /> behalf of any person who is or was a director, officer, employee or agent of tbt
<br /> Corporation, or is or was serving at the request of the Corporation as a
<br /> director, officer, employee or agent of another Corporation, domestic or
<br /> foreign, nonprofit or for-profit, partnership, joint venture, trust or other
<br /> enterprise against: any liability asserted against him or her.and incurred by hir',
<br /> or her in any such capacity, or arising out of his status as such, whether or
<br /> .not the Corporation would have the power to indemnify him or her against such
<br /> liability under the provisions of the Article.
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