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indemnification under such first paragraph may be made by the Board or by a committee of the Board in its discretion, but only if either (i) the Board or such committee, acting by a quorum consisting of persons who were not parties to (or who have been wholly successful with respect to) such claim, action, suit or proceeding, shall have found that the member of the Board of Regents or officer or employee has met the applicable standards of conduct set forth in such first paragraph or (ii) if there be no such disinterested quorum, independent legal counsel shall have delivered to the Smithsonian written advice to the effect that in their judgement such applicable standard has been met.

Expenses incurred with respect to any claim, action, suit or proceeding of the character described in the first paragraph of this Resolution may be advanced by the Smithsonian prior to the final disposition thereof upon receipt of an undertaking (which need not be secured) by or on behalf of the member of the Board of Regents or officer or employee to repay such amount unless it shall ultimately be determined that he is entitled to indemnification by the Smithsonian.

The rights of indemnification provided in this Resolution shall be in addition to any other rights to which any such member of the Board of Regents or officer or employee may otherwise be entitled by contract, vote of the Board or otherwise or as a matter of law; and in the event of any such person's death, such right shall extend to his heirs and legal representatives.

The provisions of this Resolution shall apply to members of Regents Committees and Smithsonian advisory bodies and to Regents Emeritus. The right of indemnification for official service with outside organizations shall be limited to service as a member of the Board of such organization.