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<br />-3. To the extent that a trustee, officer, employee, fiduciary or agent of the Company
<br />has been successful on the merits in defense of any action, suit or proceeding
<br />referred to in preceding paragraphs or in defense of any claim, issue, or matter
<br />therein, he shall be indemnified against expenses (including attorney fees) actually
<br />and reasonably incurred by him in connection therewith,
<br />
<br />4. Any indemnification under this Bylaw (unless ordered by a court) shall be made by
<br />the Company only as authorized in a specific case upon determination that
<br />indemnification of the trustee, officer, employee, fiduciary or agent is proper in the
<br />circumstances because he has met the applicable standard of conduct set forth in
<br />paragraphs A. or B. above. Such determination shall be made by the Board of
<br />Trustees by a majority vote of a quorum consisting of trustees who were not parties
<br />to such action, suit, or proceeding, or if such a quorum is not obtainable, or, even
<br />if obtainable, if a quorum of disinterested trustees so directs, by independent legal
<br />counsel in written.opinion,
<br />
<br />5. That expenses (including attorney fees) incurred in defending a civil or criminal
<br />action, suit, or proceeding may be paid by the Company in advance of the final
<br />disposition of such action, suit, or proceeding as authorized in this Bylaw upon
<br />receipt of an undertaking by or on behalf ofthe trustee, officer, employee, fiduciary
<br />or agent to repay such amount unless it is ultimately determined that he is entitled
<br />to be indemnified to the Company as authorized by this Bylaw.
<br />
<br />6. That the indemnification provided by this Bylaw shall not be deemed exclusive of
<br />any other rights to which those indemnified may be entitled to under any other
<br />Bylaw, agreement, vote of Shareholders or disinterested trustees, or otherwise any
<br />procedure provided for by any of the foregoing, both as to action in his official
<br />capacity and as to action in another capacity while holding such office, and shall
<br />continue as to a person who has ceased to be a trustee, officer, employee, fiduciary
<br />or agent and shall inure to the benefit of heirs, executors, and administrators of
<br />such a person,
<br />
<br />7, That the Company may purchase and maintain insurance on behalf of any person
<br />who is or was a trustee, officer, employee, fiduciary or agent of the Company or who
<br />is or was serving at the request of the Company as a trustee, officer, employee,
<br />fiduciary or agent of another Company, partnership, joint venture, trust, or other
<br />enterprise against any liability asserted against him and incurred by him in any such
<br />capacity or arising out of his status as such, whether or not the Company would
<br />
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