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(b) The estate or personal representative of a person entitled to indemnification or <br />advancement of expenses shall be entitled hereunder to indemnification and advancement of <br />expenses to the same extent as the person. <br />(c) The term "expenses" includes all direct and indirect costs (including, without <br />limitation, counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel <br />expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery <br />service fees and all other disbursements or out-of-pocket expenses) actually incurred in <br />connection with the investigation, defense, settlement or appeal of a proceeding or establishing <br />or enforcing a right to indemnification under this Article, applicable law or otherwise. <br />(d) The term "liability" means the obligation to pay a judgment, settlement, penalty, <br />fine, excise tax (including an excise tax assessed with respect to an employee benefit plan) or <br />reasonable expenses incurred with respect to a proceeding. <br />(e) The term "party" includes an individual who was, is or is threatened to be made a <br />named defendant or respondent in a proceeding. <br />(0 The term "proceeding" means any threatened, pending or completed action, suit or <br />proceeding, whether civil, criminal, administrative or investigative and whether formal or <br />informal. <br />IN WITNESS WHEREOF, the undersigned incorporator execute these Articles of <br />Incorporation and verifies subject to penalties of perjury that the facts contained herein are true. <br />Dated this 8th day of June 2015. <br />Anne Mannix, Incorporator <br />This instrument was prepared by Gareth W. Kuhl, Attorney -At -Law, KUHL & GRANT LLP, <br />707 E. North Street, Suite 800, Indianapolis, Indiana 46202. <br />{20151 la3.Doc} <br />-6- <br />