EFTA01390530

DEUTSOE BNII( Fax 4106955135 Sep 23 2013 03:15pm P021/036 • (h) (c) *Me iettrinatinia of any action, mit, tor Omit:it:ding- by judgment order, settlement, conviction, or upon' a plea of nolo contendac or its equivalent, shall not, oritseIC etrate a presumption that the person dill not net in good faith and.in a mariner which be or ship-tekintbibly believed to be in or not opposed to the best interests of theCorporatiim and, with tespert at; any adenine! nation ot proceeding, bad reasonable nose to bdieve dot his eenthict was unlawfal. Tha r:orporation Shall indeintly any person who was or is a patty or is threatened to be made a -pat* to any threatened, Pentlinp„:. or completed action. of snit by or in tbe.aight tithe officer, employee, or agent of the Cotpontion, or is or WI/S SeVilliptt the request of the ve»tore, trust, in .ofiree emerptise viust expenses (including attorney's kes) Rae* and reasonably incurred by him or her in coostetion with the defense or settlement of Stich action ot suit if lie or she acted: (1) in good fSikand • , :in a manner he or she reasonably believed to be hi a nor opposed m the hair ipteretits of the C.:avocation. However, no indenthifiestion shall be made in respect of tiny claim Ste, dt.atattci ax to which loch personshall have been adjudgol to he liable fir negligence et Iniscondlictintipperfounatite .of his or bet duty tcr the Corporation unless:andonly turhe extent -that, the court in which such action or snit is broiler shall dile/Mine ;Mon application that, dcspire. the adjudicationof liability but in view of all the circumstanees of the caste such person is fairly And reitatitiably entitled to indent,* for such expenses Nyhich the cow Oalf deem proper, To.the (went times &franca (ricer, employee, or agent of the.Corporation hes been successful cm the Melia of orlsonvise in defense of any action, suyi, 917 procecxlingeetened to in subpactiggpilis (f) ,net (b), or in &Gram of any dint', issue, or matterthmin, he or she sball be indettinifice4axlmst expenses (indudingsttortieys fees) actually and rmsnnahly incurred by hint or hetin egoncanur teSewith. • Any indemnification undetaidmaragraphs (a) tuid (b). (unless-ordered by a court) shill be, cli: Ivy the Corporation only as, anchormen in the specific case upon a detenninatien that he tit take had trim the applicable standard of cnntkici set forth in subpar:it-epics (a) and' (b). Stich neteclynhallian shall Ix made: • • : t. (I) by the board of direetrirs by :a majority vote cif a miontrn consisting of difecumi .who were not panto* tirsueli actino,.sitir, or pit:co:ding; or (2) if nal. a qucyytnla not obtaiaable, or: go) if obtainable. a quotunof disinterested directors .so directs:by independentlegd a:angelic a written opininn; or (3) by the %spatial/loot. (F) •Eal?onseti incurred in defeating a eivi•or criminal action. snit, orptoccecling maybe paid by dm Cutpuration inativance of the final disposition amid) action,strit, or proceeding as nude:Mimi by the brand of directors in the specific trace upon tr.ceipt of anauximilicing by or on behalf of the director, offices. employee, of agent to teryinel aintoinits nal= it shall ultimately be that he or she is entitled to be intlinnnificii by the corporalion as inn:horizon in this atnek. (I) 'rite indemnification j?rovided by this Article shall :not be deemed exclusive of any other tight, to witieth those seelciog indmoirteation Ina)! be entitled insdet any bylaw, agtrelllart. VOtr of stockholders or disintermted direcront,, or odtenvise, both as to:O1100 in: his tither osPaehr aoricas as action in another capacity while holding such office, and: shall 4mtitinne.att to a paten who has ceased. en be CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095049 CONFIDENTIAL SDNY GM_00241233 EFTA01390530