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tion with or arising out of the defense or settlement of any claim <br />action, suit or proceeding to which he may be made a party by reason <br />of his being or having been a director or officer of the Association <br />whether or not he is an officer or director at the time of incurring <br />such loss, cost, judgment or expense, except as to matters as to <br />which he shall be finally adjudged in such action, suit or proceed­ <br />ing to have been guilty of willful or fraudulent conduct detrimental <br />to the best interest of the Association. In the e>/ent of a settle­ <br />ment, indemnification shall be provided only in connection with such <br />matters covered by the settlement as to which the Board of Directors <br />has agreed on behalf of the Association that the person to be indem­ <br />nified has not been guilty of willful or fraudulent conduct detri­ <br />mental to the best interests of the Association in the performance <br />of his duty as such director or officer in relation to the matter <br />involved. The foregoing rights shall not be exclusive of other <br />rights to which such director or officer may be entitled. All lia­ <br />bility, loss, damage, costs emd expenses incurred or suffered by the <br />Association by reason or arising cut of or in connection with the <br />foregoing indemnification provisions shall be treated and handled by <br />the Association as a Common Expense; provided, however, that nothing <br />in this Section shall be deemed to obligate the Association to in­ <br />demnify any Owner who is or has been a director or officer of the <br />Association, with respect to any duties or obligations assumed or <br />deunage or liabilites incurred by him solely in his capacity as an <br />Owner. <br />-16- <br />C