Each person who is or was a director, officer, employee, or volunteer of the Corporation and each person who serves or has served at the request of the Corporation as a director, officer, agent, employee, or volunteer of any other enterprise shall be indemnified by the Corporation to the fullest extent permitted by the corporation laws of the State of Michigan.  The Corporation may purchase and maintain insurance on behalf of any person in any such capacity or arising out of his or her status as such, whether or not the Corporation has the power to indemnify the person against such liability under the laws of the State of Michigan.

Exceptions:  Notwithstanding the foregoing, Corporation shall not indemnify a director where there is a finding of any of the following:

(a) A breach of the director's duty of loyalty to the Corporation or its Members;

(b) Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law;

(c) A transaction from which the director derived an improper personal benefit; or

(d) An act or omission that is grossly negligent.