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D . Subro ation. The Corporation shall be subrogated to the extent of any payments made herein to all of the indemnified Director ' s or Officer' s rights of recovery and the Director or Officer shall execute all papers required and do everything that may be necessary to secure such rights for Corporation. E. Termination Rights . This indemnity may be terminated by the Corporation by giving not less than sixty (60) days prior written notice of termination to all directors and officers, but any such termination shall not affect any person ' s right to indemnification in respect to any acts or omissions of such person occurring prior to such termination. ARTICLE 15 DUALITY OF INTEREST Except for contract and transactions between the Corporation and the Bishop of the Diocese of Palm Beach or his designees , any contract or other transaction between the Corporation and any Director or Officer, or between the Corporation and any other corporation, firm association or other entity in which any Director or Officer is a director, trustee , partner or officer or has a significant financial or influential interest, may be declared void or voidable by the Directors unless all of the following conditions are met : A. The relevant and material facts as to such Directors ' or Officers ' interest or such contract or transaction and as to any common directorship , trusteeship, partnership, officership, or financial or influential interest were disclosed in good faith in advance by such Director or Officer to the Directors and such facts are reflected in the minutes of the meeting of the Directors; B . The relevant and material facts , if any, known to such interested Director or Officer with respect to such contract or the Corporation ' s interests were disclosed in good faith in advance by such Director or Officer to the Directors and such facts are reflected in the minutes of the meeting of the Directors ; C . Such interest Director or Officer has , as determined by the judgment of the Directors and as reflected in the minutes of the Directors ' Meetings : ( 1 ) Made the disclosures and fully responded to questions concerning the matters referred to in Subsections A and B above ; (2) Fully met the burden of proof that the contract or transaction is fair and reasonable to the Corporation at the time of such contract or transaction was authorized ; and (3 ) Did not otherwise significantly influence the action of the Directors with respect to the contract or transaction . D . The Directors authorized such contract or transaction by a vote of at least two. A6 .