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action suit or --_-- - � _ � - proceeding or any appear therein if such person - acted in good faith in the reasonable belief that such action was . in the best interests of the Organization , and in criminal actions or proceedings , without reasonable ground for belief that such action was- unlawful The-- termination-- of- any- s.uch ' action , fir,;•- : -- - - suitor proceddings by judgment , order , settlement ," - cbnviction , - '--- or upon a plea of nolo contendere or its equivalent shall not in . itself create a presumption that any such Director or Officer did not act in good faith in the reasonable belief that such action - _ wasin the best interests of the Organization or that he had reasonable grounds•- for- ' berief- tlTar- such-- action •- was- -unlawful .— ___ -. .._ • '• __ -- 2 . By or in the right of the Organization to procure a . .. judgment in its favor by reason of his being or having been , a , Director or Officer of the Organization , or by reason of his being a Director , Officer , employee or agent of anyother _ -- corporation , . partnership , joint venture , trust or ocher enterprises which lie served at the request of the Organization , . I against the reasonable expenses , including attorney ' s fees , actually and necessarily incurred by him in connection with the defense or settlement of such action , or in connection with an appeal therein , if such person acted in good faith in the - .- - reasonable belief that such action was in the best interests of the . Organization . Such person shall' not be entitled - to indemnification in relation to matters as to which such person has been adjudged - to have been guilty of negligence or I misconduct in the performance of his duty to the Organization • - unless_ and. . only to the . extent that the court , administrative •