(4) Notwithstanding any provision of Maryland Law requiring
the authorization of any action by a greater proportion than a majority
of the total number of shares of all classes of capital stock or of the
total number of shares of any class of capital stock, such action shall
be valid and effective if authorized by the affirmative vote of the
holders of a majority of the total number of shares of all classes
outstanding and entitled to vote thereon, except as provided in the
(5) The Corporation shall indemnify (A) its directors and
officers, whether serving the Corporation or at its request any other
entity, to the full extent required or permitted by the Maryland Law,
including the advance of expenses under the procedures and to the full
extent permitted by law and (B) other employees and agents to such
extent as shall be authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. The Board of Directors
may take such action as is necessary to carry out these indemnification
provisions and is expressly empowered to adopt, approve and amend from
time to time such by-laws, resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be
permitted by Maryland Law.
(6) No director or officer of this Corporation shall be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director or an officer,
except to the extent that exculpation from liability is not permitted
under Maryland Law as in effect when such breach occurred. No amendment
of the Charter or repeal of any of its provisions shall limit or
eliminate the limitations on liability provided to directors and
officers hereunder with respect to acts or omissions occurring prior to
such amendment or repeal.
(7) The power to adopt, alter and repeal the By-Laws of the
Corporation shall be vested in the Board of Directors of the
Corporation, subject to the rights of stockholders to adopt, alter and
repeal the By-Laws of the Corporation.
(8) The Corporation reserves the right from time to time to
make any amendments to the Charter which may now or hereafter be
authorized by Maryland Law, including any amendments changing the terms
or contract rights, as expressly set forth in any of the Corporation's
outstanding stock by classification, reclassification or otherwise.
(b) The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of the Charter, or construed as or deemed by inference or
otherwise in any manner to exclude or limit any powers conferred upon the Board
of Directors under Maryland Law.
EIGHTH: The duration of the Corporation shall be perpetual.