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<br />. <br /> <br />. <br /> <br />such amounts as the board of directors deems appropriate to protect itself and any person who is <br />or was a director, officer, employee, fiduciary or agent of the corporation, whether or not the <br />corporation would have the power to indemnify such person against such liability under <br />applicable provisions oflaw or this Article. <br /> <br />Section 5.7 Right to Impose Conditions to Indemnification. The corporation shall <br />have the right to impose, as conditions to any indemnification provided or permitted in this <br />Article, such reasonable requirements and conditions as may appear appropriate to the board of <br />directors in each specific case and circumstances, including but not limited to anyone or more of <br />the following: (a) that any counsel representing the party to be indemnified in connection with <br />the defense or settlement of any proceeding shall be counsel mutually agreeable to the party and <br />to the corporation; (b) that the corporation shall have the right, at its option, to assume and <br />control the defense or settlement of any claim or proceeding made, initiated or threatened against <br />the party to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any <br />payments made by way of indemnification, to all of the indemnified party's right of recovery, <br />and that the party to be indemnified shall execute all writings and do everything necessary to <br />assure such rights of subrogation to the corporation. <br /> <br />Section 5.8 Indemnification of Agents. The corporation shall have the right, but shall <br />not be obligated, to indemnify any agent of the corporation not otherwise covered by this Article <br />to the fullest extent permissible by the laws of Colorado. Unless otherwise provided in any <br />separate indemnification arrangement, any such indemnification shall be made only as authorized <br />in the specific case in the manner provided in Section 5.3. <br /> <br />Section 5.9 Savings Clause: Limitation. If this Article or any Section or provision <br />hereof shall be invalidated by any court on any ground, then the corporation shall nevertheless <br />indemnify each party otherwise entitled to indemnification hereunder to the fullest extent <br />permitted by law or any applicable provision of this Article that shall not have been invalidated. <br /> <br />ARTICLE VI <br /> <br />RESERVOIR OPERATION <br /> <br />Section 6.1 Covenants. Subject to the limitations of Section 8.1 (c) of the articles of <br />incorporation, the corporation may, by the withholding of water to which any Class A common <br />stock of the corporation is entitled or any other means available, including forfeiture of any such <br />stock, enforce any covenants of any shareholder. <br /> <br />fd0985 <br /> <br />-10- <br />