WITH RESPECT TO A
SIGNIFICANT MATTER ENUMERATED IN SECTION 2.3(A)(IV), THE PROVISIONS OF SECTION
3.3 SHALL APPLY.
SECTION 2.5
MANAGEMENT.
ANY OFFICERS OF MSC (INCLUDING THE
PRESIDENT, VICE PRESIDENT, GENERAL MANAGER, CHIEF FINANCIAL OFFICER, AND
SECRETARY OF MSC) APPOINTED AFTER THE DATE HEREOF SHALL BE APPOINTED BY THE
BOARD FROM ONE OR MORE CANDIDATES NOMINATED BY APEX, SUBJECT TO THE APPROVAL OF
THE SUMITOMO DIRECTOR, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD.
FOR THE
AVOIDANCE OF DOUBT, NO OFFICER OF MSC ON THE DATE HEREOF SHALL HAVE TO BE
REAPPOINTED UNDER THIS SECTION 2.5 TO CONTINUE AS AN OFFICER OF MSC.
SUBJECT TO
ANY AGREEMENTS BETWEEN MSC AND ITS OFFICERS, AND SUBJECT TO APPLICABLE
PROVISIONS OF BOLIVIAN LABOR LAWS, THE BOARD SHALL BE ENTITLED TO TERMINATE ANY
OF MSC'S OFFICERS, AT ANY TIME WITH OR WITHOUT CAUSE.
THE OFFICERS SHALL BE
RESPONSIBLE FOR IMPLEMENTING THE DECISIONS OF THE SHAREHOLDERS AND THE BOARD AND
FOR CONDUCTING THE BUSINESS AND AFFAIRS OF MSC, SUBJECT TO THE TERMS OF THIS
AGREEMENT AND THE POLICIES AND LIMITATIONS ESTABLISHED BY, AND THE SUPERVISION
OF, THE SHAREHOLDERS AND THE BOARD.
SECTION 2.6
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND SINDICOS.
(A)
MSC SHALL INDEMNIFY AND HOLD HARMLESS, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, ANY PERSON WHO WAS OR IS A PARTY OR IS THREATENED
TO BE MADE A PARTY TO, FROM AND AGAINST, ANY THREATENED, PENDING, OR COMPLETED
ACTION, SUIT, OR PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE, OR
INVESTIGATIVE (OTHER THAN AN ACTION BY OR IN THE RIGHT OF MSC) BY REASON OF THE
FACT THAT THE PERSON IS OR WAS A DIRECTOR OR OFFICER OF MSC, OR IS OR WAS
SERVING AT THE REQUEST OF MSC AS A DIRECTOR OR OFFICER OF ANOTHER PERSON,
AGAINST EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), JUDGMENTS, FINES, AND
AMOUNTS PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY THE INDIVIDUAL IN
CONNECTION WITH SUCH ACTION, SUIT, OR PROCEEDING IF THE INDIVIDUAL ACTED
LAWFULLY AND IN GOOD FAITH AND IN A MANNER THE INDIVIDUAL REASONABLY BELIEVED TO
BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF MSC, AND, WITH RESPECT TO ANY
CRIMINAL ACTION OR PROCEEDING, HAD NO REASONABLE CAUSE TO BELIEVE THE
INDIVIDUAL'S CONDUCT WAS UNLAWFUL.
(B)
MSC SHALL INDEMNIFY EACH SINDICO AND HOLD EACH SINDICO HARMLESS,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FROM AND AGAINST ALL CLAIMS,
CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES, FEES, TAXES, AND OTHER LIABILITIES, INCLUDING
REASONABLE ATTORNEYS' FEES (WHETHER INCURRED AT TRIAL, AT AN APPELLATE LEVEL, OR
WITHOUT LITIGATION) BY WHOMSOEVER BROUGHT OR CAUSED, INCLUDING ANY AND ALL OF
THE SHAREHOLDERS, PAST, PRESENT, OR FUTURE, OF MSC, OR ANY
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PERSON RELATED TO MSC, WHICH MAY AT ANY TIME OR TIMES BE IMPOSED UPON, INCURRED
BY OR ASSERTED AGAINST SUCH SINDICO, IN ANY WAY ARISING UNDER OR RELATING TO
SUCH SINDICO'S APPOINTMENT AS SINDICO (INCLUDING ANY CLAIM, ACTION, AND THE LIKE
BASED ON AN ALLEGATION OF IMPROPER DOMICILE AT THE TIME OF SUCH SINDICO'S
APPOINTMENT OR