or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Corporation in specific cases if the Board of Directors finds it appropriate;

Claims Initiated by Indemnitee. Notwithstanding any provision herein to the contrary, the Company shall not be obligated to indemnify or advance expensesExpenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee against the Company or its Agents and not by way of defense, except # with respect to Proceedingsproceedings brought to establish or enforce a right to indemnification or advancement under this Agreement or under any other statuteagreement, provision in the Bylaws or lawCertificate of Incorporation or otherwise, but suchapplicable law, or # with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of expensesExpenses may be provided by the CorporationCompany in specific cases if the Board of Directors findsdetermines it appropriate;to be appropriate.

Claims Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee against the Company or its affiliates or its directors, officers, employees or other agents and not by way of defense, except # with respect to Proceedingsproceedings brought to establish or enforce a right to indemnification under this Agreement or under any other statuteagreement, provision in the Bylaws or lawCertificate of Incorporation of the Company, the Parent’s constitution, or otherwise, but suchapplicable law, or # with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of expenses may be provided by the CorporationCompany in specific cases if the Board of Directors findsdetermines it appropriate;to be appropriate.

In connection with respect to proceedings or claimsany proceeding initiated or brought voluntarily by Indemniteeyou and not by way of defense, except with respect to Proceedingsactions brought to establish or enforce a right to indemnification or advances of expenses under this Agreementagreement or any other statute or other law or otherwise,otherwise as required under applicable law, but such indemnification or advancementadvances of expenses may be provided by the CorporationCompany in specific cases if the Board of Directors finds it appropriate;to be appropriate.

indemnify or advance expensesfunds to the Indemnitee for Expenses or Losses with respect to proceedings initiated by the Indemnitee, including any proceedings against the Company or claims initiatedits directors, officers, employees or brought voluntarily by Indemniteeother indemnitees and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Corporation in specific cases if the Board of Directors finds it appropriate;except:

in connection with respect to proceedings or claimsany Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respectunless # the Board authorized the Proceeding prior to Proceedings broughtits initiation or # the Proceeding is to establishenforce indemnification rights under this Agreement, the Articles, applicable law or enforce a rightotherwise and either # Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification under this Agreement or any other statute or law or otherwise, butadvancement of Expenses hereunder (in which case such indemnification or advancement ofshall be to the fullest extent permitted by this Agreement) or # the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses may(in which case such indemnification or advancement shall be to the extent provided by the Corporation in specific cases if the Board of Directors finds it appropriate;such court);

indemnification or advance expenses to Indemnitee with respect to proceedings or claims initiated orof Expenses hereunder if the Proceeding was brought voluntarily by Indemnitee and not by way of defense, except with respect to ProceedingsIndemnitee, unless: # the Proceeding was brought to establish or enforce a right to indemnification under this AgreementAgreement, and then only to the extent in accordance with and as authorized by [Section 12] of this Agreement, or any other statute# the Company’s charter or lawBylaws, a resolution of the stockholders entitled to vote generally in the election of directors or otherwise, but such indemnification or advancement of expenses may be provided by the Corporation in specific cases if the Board of Directors finds it appropriate;or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.