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indemnification are authorized by the Articles of Incorporation. The rights to indemnity under this Section shall continue as to a person who has ceased to be a director, officer, employee, or Agent and shall inure to the benefit of the personal representatives, successors and assigns of the person. Nothing in this ARTICLE shalt affect any right to indemnification to which persons other than the directors and officers may be entitled by contract or otherwise. Section 8. LIMITATIONS. No indemnification or advance shall be made under this ARTICLE, except as provided in Section 4 or Section 5(c),in any circumstance where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the Shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the Proceeding in which the Expenses were incurred or other amounts were paid,which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 9. INSURANCE. Upon and in the event of a determination by the Board of Directors of this Corporation to purchase such insurance,the Corporation shall purchase and maintain insurance on behalf of any Agent of the Corporation against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such whether or not this Corporation would have the power to indemnify the Agent against that liability under the provisions of this Section. Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This ARTICLE does not apply to any Proceeding against any trustee investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an Agent of the Corporation as defined in Section 1 of this ARTICLE. Nothing contained in this ARTICLE shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled to by contract or otherwise pursuant to Subdivision(f) of Section 207 of the General Corporation Law,which shall be enforceable to the extent permitted by applicable law other than this ARTICLE. ARTICLE VII RECORDS AND REPORTS Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The Corporation shall keep at its Principal Executive Office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of shares held by each Shareholder. A Shareholder or Shareholders of the Corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the Corporation may (i) inspect and copy the records of Shareholders names and addresses and Shares held during usual business hours on five (5) days prior written demand on the Corporation, and(ii) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the Shareholders names and addresses,who are entitled to vote for the election of directors, and their shares held, as of the most recent record date for which that list has been compiled or as of a date specified by the -15-