Article V

INDEMNIFICATION

Section 1. Indemnification of Board Members and Officers. Subject to any limitations set forth in the Amended and Restated Charter, the College shall indemnify and advance expenses to each present and future Voting Trustee, Faculty Trustee, Student Trustee, or officer of the College, or any person who may serve at its request as a Voting Trustee, Faculty Trustee, Student Trustee, or officer of another company (and, in either case, his or her heirs, estate, executors or administrators) to the full extent allowed by the laws of the state of Tennessee, both as now in effect and as hereafter adopted. The College may indemnify and advance expenses to any employee or agent of the College who is not a Voting Trustee, Faculty Trustee, Student Trustee, or officer (and his heirs, estate, executors or administrators) to the same extent as to a Voting Trustee, Faculty Trustee, Student Trustee, or officer, if the Board determines that it is in the best interests of the College to do so. The College shall also have the power to contract with any individual Voting Trustee, Faculty Trustee, Student Trustee, officer, employee, or agent for whatever additional indemnification the Board shall deem appropriate. The College shall have the power to purchase and maintain insurance on behalf of an individual who is or was a Voting Trustee, Faculty Trustee, Student Trustee, officer, employee, or agent of the College, or who, while a Voting Trustee, Faculty Trustee, Student Trustee, officer, employee, or agent of the College, is or was serving at the request of the College as a Voting Trustee, Faculty Trustee, Student Trustee, officer, partner, trustee, employee, or agent of another foreign or domestic company, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Voting Trustee, Faculty Trustee, Student Trustee, officer, employee, or agent, whether or not the College would have the power to indemnify him or her against the same liability under these By-Laws.