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case,the person is fairly and reasonably entitled to indemnity for the Expenses, and then only to the extent that the court shall determine; (b) Of amounts paid in settling or otherwise disposing of a Proceeding,with or without court approval; or (c) Of Expenses incurred in defending a Proceeding which is settled or otherwise disposed of without court approval. Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an Agent has been successful on the merits in defense of any Proceeding referred to in Sections 2 and 3 of this ARTICLE, or in defense of any claim, issue, or matter therein, the Agent shall be indemnified against Expenses actually and reasonably incurred by the Agent in connection therewith. Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this ARTICLE, any indemnification under this ARTICLE shall be made by this Corporation only if authorized in the specific case upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 2 and 3 of this ARTICLE,by: (a) A majority vote of a quorum consisting of directors who are not parties to the Proceeding; (b) If such a quorum is not obtainable,by independent legal counsel in a written opinion; (c) Approval Of the Outstanding Shares; For this purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or (d) The court in which the Proceeding is or was pending upon application made by the.Corporation or the Agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney, or other person is opposed by the Corporation. Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any Proceeding may be advanced by the Corporation before the final disposition of the Proceeding on receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it shall be determined ultimately that the Agent is not entitled to be indemnified as authorized in this ARTICLE. The provisions of Section 315(a) do not apply to advances made pursuant to this ARTICLE. Section 7. OTHER CONTRACTUAL RIGHTS. The indemnification authorized by this ARTICLE shall not be deemed exclusive of any.additional rights to indemnification for breach of duty to the Corporation or the Shareholders while action in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in an article provision of the Articles of Incorporation adopted pursuant to paragraph(11) of Subdivision(a) of Section 204 of the General Corporation Law. The indemnification provided by this ARTICLE for acts, omissions, or transactions while acting in the capacity of, or while serving as a director or officer of the Corporation but not involving breach of duty to the Corporation or the Shareholder shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement,vote of the Shareholders or disinterested directors, or otherwise, to the extent the additional rights to -14-