Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director of the Company unless # the Company has joined in or the Board has consented to the initiation of such Proceeding; # the Proceeding is one to enforce indemnification rights under Section 5; or # the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless # the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or # the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless # the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or # the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;