EFTA Document EFTA01372736

person in a like position would-exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful. 2. To the extent that any manager, member, employee or agent of the Company has been successftil on the merits or otherwise in defense of an action, suit or proceeding or in defense of any