iHeartMedia 2007 Annual Report Download - page 132

proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture,
proprietorship, trust, employee benefit plan, or other enterprise against any liability asserted against such person and incurred by
such person in such a capacity or arising out of his or her status as such a person to the same extent that it may indemnify and
advance expenses to Covered Persons under this Article IX and to any such further extent as may be authorized or permitted by
law.
Section 4. Non-Exclusivity of Rights. The rights provided to a Covered Person pursuant to this Article IX shall not be
exclusive of any other right which any Covered Person may have or hereafter acquire under any law (common or statutory),
provision of the Articles of Incorporation or these By-Laws, agreement, vote of shareholders or disinterested directors, or
otherwise.
Section 5. Insurance and Other Arrangements. The Corporation may, to the extent permitted by law, purchase and maintain
insurance, create a trust fund, establish any form of self-insurance, secure its indemnity obli
g
ation by
g
rant of a security interest or
other lien on assets of the Corporation, establish a letter of credit guaranty or security arrangement, or establish and maintain any
other arrangement (any of the foregoing hereinafter called an “arrangement”) on behalf of any person who is or was serving as a
director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation,
partnership, joint venture, proprietorship, trust, employee benefit plan, other enterprise or other entity against any liability asserted
against such person and incurred by such person in such a capacity or arising out of his or her status as such a person, whether
or not the Corporation would have the power to indemnify such person a
g
ainst such liability. If the insurance or other arran
g
ement
is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or
arrangement may provide for payment of a liability with respect to which the Company would not have the power to indemnify the
person only if including coverage for the additional liability has been approved by the shareholders.
Section 6. Amendments. Any repeal or amendment of this Article IX by the Board of Directors or the shareholders of the
Corporation or by changes in applicable law, or the adoption of any other provision of these By-Laws inconsistent with this
Article IX, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in
applicable law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior
thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or
omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
Section 7. Certain Definitions. For purposes of this Article IX, (a) references to “fines” shall include any excise taxes
assessed on a person with respect to an employee benefit plan, (b) the Corporation shall be deemed to have requested a director
or officer of the Corporation to serve as a trustee, employee, agent or similar
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