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to Members of the Corporation, members of the Board or to any Officer. The members of the
<br /> Board who vote for or assent to the making of a loan to a Member of the Corporation , member
<br /> of the Board or Officer, and any member of the Board or Officer participating in the making of
<br /> such a loan , shall be jointly and severally liable to the Corporation for immediate repayment of
<br /> the amount of such loan .
<br /> Section 9. 11 . INDEMNIFICATION OF MEMBERS OF THE BOARD OFFICERS
<br /> AND OTHERS . The Corporation shall indemnify any person . who was or is a party to any
<br /> proceeding (other than an action by , or in the right of, the Corporation) , by reason of the fact
<br /> that he. or she is or was a director, officer , employee , or agent of the Corporation or is or was
<br /> serving at the request of the Corporation as a Director, Officer, employee , or agent of another
<br /> corporation , partnership , - joint venture , trust , or other enterprise against liability incurred in
<br /> connection with such proceeding , including any appeal - thereof, if he or she acted in good faith
<br /> and in amanner he or- she reasonably believed to be in ; or not -opposed to , the best interests of
<br /> the Corporation and , with respect to any criminal action _ or proceeding , had no reasonable
<br /> cause to believe his or her conduct was unlawful . The determination of any proceeding by
<br /> judgment , order , settlement , or conviction or upon a plea of nolo contendere or its equivalent
<br /> shall not , of itself, create a presumption that the person did not act in good faith and
<br /> in a
<br /> manner which he or she reasonably believed to be in, or not opposed to , the best interests of
<br /> the Corporation or, with respect to any criminal action or proceeding , had reasonable cause to
<br /> believe that his or her conduct was unlawful . '
<br /> The Corporation shall indemnify any person , who was or -is a party to any -proceeding by or
<br /> _in the right of the Corporation to procure a judgment- in its favor- by reason of the fact that the
<br /> person is or was a Director , Officer, employee , or agent _ of the - Corporation or is or was
<br /> serving at the request of the Corporation as a director, officer, employee , or agent of another
<br /> corporation , partnership , joint venture , trust , or other enterprise , against expenses and amounts
<br /> paid in - settlement not exceeding , in the judgment of the Board of Directors , the estimated
<br /> -expense -of litigating the proceeding to conclusion; actually and reasonably incurred in
<br /> connection with the defense or settlement of such proceeding , including any appeal thereof.
<br /> Such indemnification shall be made if such person acted in good faith and in a manner he or
<br /> she reasonably believed to be in , or not opposed to , the best interest of the Corporation , except
<br /> that no indemnification shall be made under this paragraph in respect of any claim , issue , or
<br /> matter as_ to which such person shall have been adjudged to be liable unless , and only to the
<br /> extent , the court in which the proceeding was brought , or any other Court of competent
<br /> jurisdiction , shall determine upon application that , despite the adjudication of liability but in
<br /> view of all circumstances of the case , such person is fairly and reasonably entitled to indemnity
<br /> for such expenses which such court shall deem proper .
<br /> Any indemnification unless pursuant to a determination by a court; shall be made by the
<br /> Corporation only as authorized in the specific case upon a determination that indemnification
<br /> of the director, officer , employee , or agent is proper under the circumstances because he or
<br /> she has met the applicable standard of conduct set forth above . Such determination shall be
<br /> made in accordance with the provisions of Florida Statutes Section 607 . 0850 as the same now
<br /> exists and as it may be amended from time to time .
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