(1) Not to have acted honestly or in the reasonable belief that the person's action was in or not opposed to the best interests of the Corporation; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that the person's conduct was unlawful; and (b) A written affirmation by the officer or director that the person has met the standard of conduct necessary for indemnification by the Corporation as authorized in this section. The undertaking required by Paragraph A shall be an unlimited general obligation of the person seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. 9.6 Enforceability: The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of disinterested directors or otherwise, both as to action in that person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, trustee, partner or fiduciary and shall inure to the benefit of the heirs, executors and administrators of such a person. A right to indemnification may be enforced by a separate action against the Corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. 9.7 Insurance: The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person's status as such, whether or not the Corporation would have the power to indemnify that person against such liability under this Article. ARTICLE 10. GENERAL PROVISIONS 10.1 Definitions: As used in these Corporate Bylaws the following terms mean: (a) Internal Revenue Code or Code: The U.S. Internal Revenue Code of 1986, as amended by any successor provisions of federal tax law. (b) Ex Officio: Service as a member of a body by virtue of an office or position held. (c) Affiliated Organization: This Corporation, any corporation that controls this Corporation, or any corporation that controls, or is controlled by, any Affiliated Organization. 10.2 Fiscal Year: The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June of each year. 15