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for voting for or assenting to a statutorily prescribed asset distribution or loan, a Director <br />of the Corporation will be liable in damages for any action he or she takes or fails to take <br />as a Director only if it is proved by clear and convincing evidence in a court of competent <br />jurisdiction that his or her action or failure to act involved an act or omission either <br />undertaken with deliberate intent to cause injury to the Corporation or undertaken with <br />reckless disregard for the best interests of the Corporation. <br />Section 2. Indemnification. The Corporation shall defend, indemnify and <br />save harmless each person, and the heirs, legal representatives, executors and <br />administrators of such person, who is, or was, a Director, Member, officer, advisor, <br />Employee or agent of this Corporation or who is, or was, serving at the request of this <br />Corporation and for the benefit of this Corporation ( "Covered Positions ") against all costs <br />and expenses (including, but not limited to, attorneys' fees and disbursements, <br />judgments, fines, penalties and amounts paid in settlement) as permitted by Ohio <br />Nonprofit Corporation law; provided, however, that the Corporation shall not indemnify <br />any such person with respect of any claim, suit, issue or matter, brought by or in the right <br />of this Corporation, <br />Section 3. Insurance. This Corporation shall purchase and maintain <br />insurance, in such amounts and upon such terms as deemed appropriate by the Board of <br />Directors, on behalf of any person who is, or was, serving in a Covered Position against <br />any liability asserted against him or her or incurred by him or her in any such capacity, or <br />arising out of his or her status as such, whether or not this Corporation would have the <br />power to indemnify him or her against such liability under the Ohio Nonprofit <br />Corporation Law. <br />Section 4. No Mandatory Indemnification of Volunteers. <br />Section 1702.12(E)(5) of the Ohio Nonprofit Corporation Law shall not apply to the <br />Corporation to the extent that it requires the indemnification of volunteers (as that term is <br />defined in Section 1702.01(M) of the Ohio Nonprofit Corporation Law) other than <br />Directors, officers or advisors of the Corporation or directors or officers of another <br />domestic or foreign nonprofit corporation or corporation for profit, or partnership, joint <br />venture, employee benefit plan, trust or other enterprise serving at the request of the <br />Corporation. <br />ARTICLE X <br />CONTRACTS AND BANKING <br />Section 1. Contracts. The Board of Directors may authorize any one or more <br />officers or agents to enter into any contract or execute or deliver any instrument in the <br />name of or on behalf of the Corporation, and the authority may be general or confined to <br />special instances. <br />Section 2. Deposits. All funds of the Corporation not otherwise employed <br />will be deposited from time to time to the credit of the Corporation in the banks, trust <br />companies, or other depositories as the Board of Directors may select. <br />(-3-769- ?kobZZt7A) 11 <br />