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6.6 <br /> <br />Savings Clause. If this Article VI or any portion hereof shall be invalidated on any <br />ground by any court of competent jurisdiction, then the Corporation shall nevertheless <br />indemnify and hold harmless each Director, officer or any other person indemnified <br />pursuant to this Article VI as to costs, charges and expenses (including attorneys' fees), <br />judgments, fines and in amounts paid in settlement with respect to any action, suit or <br />proceeding, whether civil, criminal, administrative or investigative, to the full extent <br />permitted by any applicable portion of this Article VI that shall not have been invalidated <br />and to the fullest extent permitted by applicable law. <br /> <br />7.1 <br /> <br /> ARTICLE VH. CODE OF CONDUCT <br /> <br />Policy and Purposes. (a) It is the policy of the Corporation that Directors and <br /> <br />officers conduct themselves in a manner consistent with sound business and ethical <br />practices; that the public interest always be considered in conducting corporate business; <br />that the appearance of impropriety be avoided to ensure and maintain public confidence <br />in the Corporation; and that the Board establish policies to control and manage the affairs <br />of the Corporation fairly, impartially, and without discrimination. <br /> <br />(b) This Code of Ethics has been adopted as part of the Corporation's Bylaws for the <br />following purposes: (a) to encourage high ethical standards in official conduct by <br />Directors and corporate officers; and (b) to establish guidelines for such ethical standards <br />of conduct. <br /> <br />1669\02~Draft Bylaws 20 <br /> <br /> <br />