Article XIV: Indemnification

The Corporation shall in all cases indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, or administrative, by reason of the fact that that person was a Trustee, officer, employee or agent of the Corporation, against expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding; provided that no indemnification shall be made for any person with respect to any matter unless a quorum of the Board (with parties to such action, suit or proceeding not participating) determines that that person acted in good faith in the reasonable belief that his or her actions were in the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Such indemnification is similarly unavailable in (i) instances where an employee is determined to have acted outside the course or scope of his or her employment with respect to the matter at issue or (ii) proceedings before a licensing body involving an investigation or potential disciplinary action against a current or former employee or agent of the Corporation by the licensing body by which such person is licensed, regardless of whether any of the actives for which the person was investigated or disciplined occurred while the persona was an employee or agent of the Corporation. The Board may determine to conditionally authorize payment of expenses incurred in defending a civil or criminal action, suit or proceeding while the action is pending, and before a final determination is made by the Board as to the persons entitlement to indemnification, provided that the Trustee, officer, or employee agrees in writing to repay such amount in the event that, upon final disposition of the action, it is determined that the person is not entitled to indemnification. In the event that multiple Trustees are parties to a proceeding, such that a quorum of disinterested Trustees cannot be obtained, a determination as to whether a Trustee qualifies for indemnification as set forth above may be delegated to independent legal counsel selected by any disinterested Trustees, or if there are none, by the most senior disinterested executive, who shall render a written which shall be determinative. Notwithstanding any other provision of this Article XIV, upon the recommendation of the Corporation the Sole Member may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or agent of the Corporation, against any liability asserted against such person and incurred in such capacity, or arising out of his or status of such, whether or not the Corporation would be liable to indemnify such person under this article.