The Corporation shall indemnify any member, director, officer or former member or officer for expenses and costs (including attorney fees) actually and necessarily incurred thereby in connection with any claim asserted there against, by action in court or otherwise, by reason of such person being or having been such member, director or officer, except in relation to matters as to which such person shall have been guilty to gross negligence or misconduct with respect to the matter in which indemnity is sought.

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