'the termination of any action, tallf, or jus+ending by judgment order, wilt:intuit, conviction, oc upon s plea of nolo contendere or tare cerividenti, shall not, of itself, ensue a presumption that the •perann dill not get in good faith And alt n manner which he or she usiiirmaitly believed to be in or not opposed to the hest interests of the entponition and, witty respect to any ctimihril action or proceeding, bad reasonable cause to believe that his conduct was unlawful. ()) The Corixtration• Shall indemnify any person who was nr is a patty or is threatened to be made a pint): to:any threatened, peuding.: or completed actiott or suit by or in the right of the officer, emPloyee, or agent of the Corporation, or is or was semiarid the request of tic venture, trust, or othetentetprime against expense* (including attorney's fees) .actitally. And reasonably incurred by him or lies in colon-tidos) with the defenscorserdement of such action-or suit if lie or she acted: (1) in gum( faith; acid (2) in a manor he or•she reasonably believed tole in or not opposed to the herd interests of the Corporation. Howevet; no indemnification shall be made in respect ahoy. claim, issue, cif. Matter as to which such frtson.shall have beettadjudged to Ix. bible for negligence 0i inneonductiathepedorntinte of his or hot duty to the Corporation unIcagand only to the cAtent that the court in which such Action, or suit is brought shall determine upon ripplieation that, despot the adjudication of liability but in view of all the citcumstanees of the asc,.. such Iwnion is fairly and entitled to indemnity for such expensos winch die torn Shalt dont proper. • • (c) To. the extent that a .dite.cutt,rdlicet. employee, dr agent of the Corporation lets been successful on the 'Oriel or otherwhie in defense of any action, suilior pr0ceedirtgoterred to in subpatigniplis (a) and (b), or in defense of any claim, issue, or matter:chain., inc or ahe ;hall he indemnified agiAst ex