Common use of Settlement without Consent if Failure to Reimburse Clause in Contracts

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request written request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such written request prior to the date of such settlement. No Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested in writing an indemnifying party shallto reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without the prior its written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified if (x) such indemnifying party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of reimburses such indemnified party from all liability on claims that are in accordance with such request to the subject matter extent it considers such request to be reasonable; and (y) such indemnifying party provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partysettlement.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 5(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 5(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any claim, suit, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of the events or occurrences described in Section VIII(a) (if the Company and Trust are the indemnifying parties) or Section VIII(b) (if an Agent is an indemnifying party), and such settlement is effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party's written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section VIII(d) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed such indemnified party for the indemnified party party’s reasonable fees and expenses of counsel in accordance with such request prior to the date of such settlement. No Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party shall, without the prior written consent of to reimburse the indemnified partyparty for fees and expenses of counsel, effect an indemnifying party shall not be liable for any settlement, compromise or settlement effected without its consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any extent it considers such request to be reasonable and (B) provides written notice to the indemnified party is or could have been a party disputing the unpaid balance in good faith and indemnity was or could have been sought hereunder by such indemnified partysubstantiating the unpaid balance as unreasonable, unless in each case prior to the date of such settlement, compromise or consent includes subject to provision of notice by the indemnified party in accordance with (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyabove.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse in accordance with the terms hereof, the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed, in accordance with the terms hereof, such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such fees and expenses to be reasonably incurred and (ii) provides written notice to the indemnified party substantiating in good faith that the unpaid balance was unreasonably incurred in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No An indemnifying party shallwill not, without the prior written consent of the applicable indemnified partyparties, effect any settlementwhich consent shall not be unreasonably withheld or delayed, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is parties are actual parties to such claim or could action or have been a party and indemnity was threatened to become parties to such claim or could have been sought hereunder by such indemnified party, action) unless such settlement, compromise or consent (x) includes (i) an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding proceeding; and (iiy) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(i)(B) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(i)(B) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d6(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent if such indemnifying party (ix) reimburses such settlement is entered into more indemnified party in accordance with such request to the extent that the indemnifying party in its judgment considers such request to be reasonable and (y) provides written notice to the indemnified party stating the reason it deems the unpaid balance unreasonable, in each case no later than 60 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of from the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 6(d) (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by and relating to the indemnified party from all liability on claims that are expressly for use in the subject matter of such actionRegistration Statement (or any amendment thereto), suit including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or proceeding and the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 1933 Act) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgment. Notwithstanding at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the foregoing sentencedate of such settlement; provided, however, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section 6(d) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (iix) such indemnifying party shall not have reimbursed the reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable; and (y) such indemnifying party provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party under of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this Section 6 indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any settlement fees and expenses of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled counsel for the indemnified parties incurred thereafter in connection with such consent or if there be a final judgment for the plaintiff, action. In no event shall the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party parties be liable for fees and expenses of counsel as contemplated by Section 6(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementsame general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlementthe settlement or compromise of, compromise or consent to the entry of any judgment in with respect to, any pending or threatened action, suit action or proceeding claim in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity was to such action or could have been sought hereunder by such indemnified party, claim) unless such settlement, compromise or consent includes judgement (i) includes an unconditional release of such the indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The Notice Recipients are the prior written consent Chairman and the Assistant General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionXxxxxxx X. Xxxxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyEsq., unless such settlementGeneral Counsel, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such actionUnited States Cellular Corporation, suit or proceeding and (ii) does not include a statement as to or an admission of faultc/o Sidley Xxxxxx Xxxxx & Xxxx LLP, culpability or a failure to act by or on behalf of any indemnified party00 Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any claim, suit, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of the events or occurrences described in Section 6(a) (if the Company and Trust are the indemnifying parties) or Section 6(b) (if a Dealer is an indemnifying party), and such settlement is effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party's written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section 6(d) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 6(d) hereof (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by and relating to the indemnified party from all liability on claims that are expressly for use in the subject matter of such actionRegistration Statement (or any amendment thereto), suit including the Rule 430B Information or proceeding and any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 1933 Act) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent the indemnifying party considers such request to be reasonable and (ii) provided written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent the indemnifying party considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 6(d) hereof (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the indemnified party from all liability on claims that are expressly for use in the subject matter of such actionRegistration Statement (or any amendment thereto), suit including the Rule 430B Information or proceeding and any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 0000 Xxx) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse in accordance with the terms hereof, the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed, in accordance with the terms hereof, such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent the indemnifying party considers such request to be reasonable and (ii) provided written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(1)(ii) or Section 6(a)(1)(iii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party shallto reimburse the indemnified party for fees and expenses of counsel, without the prior written consent an indemnifying party shall not be liable for any settlement of the indemnified party, effect any settlement, compromise nature contemplated by Section 6(a)(1)(ii) or Section 6(a)(1)(iii) effected without its consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified if such indemnifying party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of reimburses such indemnified party from all liability on claims that are in accordance with such request to the subject matter of extent it considers such action, suit or proceeding request to be reasonable and (ii) does not include a statement provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to or an admission the date of fault, culpability or a failure to act by or on behalf of any indemnified partysuch settlement.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse in accordance with the terms hereof, the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed, in accordance with the terms hereof, such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such fees and expenses to be reasonably incurred and (ii) provides written notice to the indemnified party substantiating in good faith that the unpaid balance was unreasonably incurred in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The “Notice Recipients” are the prior written consent Chairman and the General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionXxxxxxx X. Xxxxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyEsq., unless such settlementGeneral Counsel, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such actionUnited States Cellular Corporation, suit or proceeding and (ii) does not include a statement as to or an admission of faultc/o Sidley Austin LLP, culpability or a failure to act by or on behalf of any indemnified partyXxx Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse in accordance with the terms hereof, the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed, in accordance with the terms hereof, such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (iix) reimburses such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such fees and expenses to be reasonably incurred and (y) provides written notice to the indemnified party substantiating in good faith that the unpaid balance was unreasonably incurred in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.]

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgment. Notwithstanding at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the foregoing sentencedate of such settlement; provided, however, if at any time an indemnified -------- ------- party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section 6(d) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (iix) such indemnifying party shall not have reimbursed the reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable; and (y) such indemnifying party provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse in accordance with the terms hereof, the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed, in accordance with the terms hereof, such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The “Notice Recipients” are the prior written consent Chairman and the General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent President and Chief Executive Officer, Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionXxxxxxx X. XxXxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party Esq., General Counsel, Telephone and indemnity was or could have been sought hereunder by such indemnified partyData Systems, unless such settlementInc., compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such actionc/o Sidley Austin LLP, suit or proceeding and (ii) does not include a statement as to or an admission of faultXxx Xxxxx Xxxxxxxx, culpability or a failure to act by or on behalf of any indemnified partyXxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the proposed terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party shallto reimburse the indemnified party for specified fees and expenses of counsel (the "Requested Expenses"), without the prior written consent an indemnifying party shall not be liable for any settlement of the indemnified partynature contemplated by Section 6(a)(ii) that is effected without its consent (after satisfaction of each of the conditions set forth in the immediately preceding sentence) if, effect any settlement, compromise or consent prior to the entry date of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes such indemnifying party (i) an unconditional release of determines in good faith that the Requested Expenses are not reasonable, reimburses such indemnified party from all liability on claims in accordance with such request for the portion of the Requested Expenses it considers to be reasonable and provides written notice to the indemnified party substantiating the fact that are the subject matter unpaid balance of such actionthe Requested Expenses is unreasonable, suit or proceeding and (ii) does determines in good faith that the Requested Expenses are not include of a statement nature required to be paid or reimbursed by the Company under the terms of Section 6(a)(iii) and provides written notice to the indemnified party substantiating such determination or (iii) determines in good faith that the Company is prohibited from reimbursing the Underwriters for the Requested Expenses under mandatory provisions of applicable law (as set forth in express statutory provisions or as interpreted pursuant to or an admission of fault, culpability or a failure controlling legal precedent) and provides written notice to act by or on behalf of any the indemnified partyparty substantiating such determination.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 7(d) hereof (unless it is entitled to such amounts under Section 8 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by and relating to the indemnified party from all liability on claims that are expressly for use in the subject matter of such action, suit Registration Statements (or proceeding and any amendment thereto) or any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 0000 Xxx) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No An indemnifying party shallwill not, without the prior written consent of the applicable indemnified partyparties, effect any settlementwhich consent shall not be unreasonably withheld or delayed, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is parties are actual parties to such claim or could action or have been a party and indemnity was threatened to become parties to such claim or could have been sought hereunder by such indemnified party, action) unless such settlement, compromise or consent includes (ix) an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding proceeding; and (iiy) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request written request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such written request prior to the date of such settlement. No Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested in writing an indemnifying party shallto reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 6(d) effected without the prior its written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified if (x) such indemnifying party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of reimburses such indemnified party from all liability on claims that are in accordance with such request to the subject matter extent it considers such request to be reasonable; and (y) such indemnifying party provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partysettlement.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested in good faith an indemnifying party shallto reimburse the indemnified party for specified fees and expenses of counsel (the "Requested Expenses"), without the prior written consent an indemnifying party shall not be liable for any settlement of the indemnified partynature contemplated by Section 6(a)(ii) that is effected without its consent (after satisfaction of each of the conditions set forth in the immediately preceding sentence) if, effect any settlement, compromise or consent prior to the entry date of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnifying party determines in good faith that the Requested Expenses are not reasonable, reimburses such indemnified party from all liability on claims in accordance with such request for the portion of the Requested Expenses it considers to be reasonable and provides written notice to the indemnified party substantiating the fact that are the subject matter unpaid balance of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partythe Requested Expenses is unreasonable.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The “Notice Recipients” are the prior written consent Chairman and the General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent President and Chief Executive Officer, Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionXxxxxxx X. Xxxxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party Esq., General Counsel, Telephone and indemnity was or could have been sought hereunder by such indemnified partyData Systems, unless such settlementInc., compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such actionc/o Sidley Austin LLP, suit or proceeding and (ii) does not include a statement as to or an admission of fault000 Xxx X. Xxxxxxxx Street, culpability or a failure to act by or on behalf of any indemnified partyChicago, Illinois 60603.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding effected the nature contemplated by Section 8(a)(ii) affected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed reimburses the indemnified party in accordance with such request to the extent it consider such request to be reasonable and (ii) provides written notice to the indemnified party which fully explains the indemnifying party's belief that any unpaid balance of such request is unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The “Notice Recipients” are the prior written consent Chairman and the General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionXxxxxxx X. Xxxxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyEsq., unless such settlementGeneral Counsel, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such actionUnited States Cellular Corporation, suit or proceeding and (ii) does not include a statement as to or an admission of faultc/o Sidley Austin LLP, culpability or a failure to act by or on behalf of any indemnified partyXxx Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 8 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence; provided, however, that if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6(d) hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 60 days prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity or contribution was or could have been sought hereunder under this Section 8 or Section 9 hereof by such indemnified party, unless such settlement, compromise or consent includes (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement any statements as to to, any findings of or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 9 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (iaa) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (bb) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iicc) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any claim, suit, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of the events or occurrences described in Section 6(a) (if the Company and Trust are the indemnifying parties) or Section 6(b) (if a Dealer is an indemnifying party), and such settlement is effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party's written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section 6(d) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of extent it considers such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent request to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.be reasonable and

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any claim, suit, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of the events or occurrences described in Section 6(a) (if the Company and Trust are the indemnifying parties) or Section 6(b) (if a Dealer is an indemnifying party), and such settlement is effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party’s written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section 6(d) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of extent it considers such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent request to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.be reasonable and

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The An indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding proceedings effected without its written consent, consent (which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment). Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the such indemnified party for fees and legal or other expenses of counsel in connection with investigating, responding to or defending any proceeding as contemplated by Section 6(d9(a) or 9(b) hereof, as the case may be, such indemnifying party agrees that it person shall be liable for any settlement of any proceeding proceedings effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party person of such request for the aforesaid request and reimbursement, (ii) such indemnifying party person shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnifying person shall not have responded in writing to such request, specifying those expenses that it has chosen not to reimburse and the reason for such non-reimbursement, prior to the date of such settlement. No An indemnifying party shallperson shall not, without the prior written consent of the an indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding proceedings in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, party unless such settlement, compromise or consent includes settlement (i) includes an unconditional release of such indemnified party in form and substance satisfactory to such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding proceedings and (ii) does not include a any statement as to to, or an any admission of of, fault, culpability or a failure to act by or on behalf of any indemnified party. In addition, except as otherwise set forth in this paragraph, an indemnified party shall not, without the prior written consent of an indemnifying person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnifying person in form and substance satisfactory to such indemnifying person from all liability on claims that are the subject matter of such proceedings and (ii) does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of such indemnifying person. The obligations of each of the Company Persons and the Initial Purchaser in this Section 9 and in Section 10 hereof are in addition to any other liability that any Company Person or the Initial Purchaser, as the case may be, may otherwise have, including in respect of any breaches of representations, warranties and agreements made herein by any such party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees agrees, subject to the arbitration provisions set forth in this paragraph, that it shall be liable for any settlement of any proceeding the nature contemplated by Section 11.3(a)(ii) effected without its written consent if (i) such 38 settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No ; provided, however, that if the indemnifying party shall, without disputes the prior written consent reasonableness of the fees and expenses of the indemnified party, effect any settlement, compromise each party agrees that such dispute shall be governed by and finally settled under the rules of binding arbitration of the American Arbitration Association (the "AAA") by a panel of three arbitrators familiar with Delaware corporate law (at least one of whom shall be an attorney) appointed by the AAA. Any such claim or consent controversy under this Section 11.3(d) shall first be promptly submitted to the entry of judgment AAA under its minitrial procedures. Until such dispute is resolved in accordance with this paragraph, the indemnifying party shall not be liable for any pending or threatened actionsettlement effected without its written consent and such fees and expenses shall not become payable, suit or proceeding in respect of which any indemnified party is or could have been a unless otherwise agreed to by the indemnifying party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such 24 indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.SF1 1490185v.6

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (iiA) reimburses such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent that it considers such request to be reasonable and (B) provides written notice to the indemnified party disputing the unpaid balance in good faith and substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent subject to provision of notice by the indemnified party, effect any settlement, compromise or consent to the entry of judgment party in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes accordance with (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyabove.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the Settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 9(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 9(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 sixty (60) days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any claim, suit, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of the events or occurrences described in Section IX(a) (if the Company and Trust are the indemnifying parties) or Section IX(b) (if an Agent is an indemnifying party), and such settlement is effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party’s written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section IX(d) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 9(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 9(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent that it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 Company shall not be liable for any settlement of any proceeding proceedings effected without its written consent, consent (which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment). Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party the Company to reimburse the such indemnified party for fees and legal or other expenses of counsel in connection with investigating, responding to or defending any proceedings as contemplated by Section 6(d) hereof9(a), the indemnifying party agrees that it Company shall be liable for any settlement of any proceeding proceedings effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by the Company of such indemnifying party of request for the aforesaid request and reimbursement, (ii) such indemnifying party the Company shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement and (iii) the Company shall not have responded in writing to such request, specifying those expenses that it has chosen not to reimburse and the reason for such non-reimbursement, prior to the date of such settlement. No indemnifying party shallThe Company shall not, without the prior written consent of the an indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding proceedings in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, party unless such settlement, compromise or consent settlement (x) includes (i) an unconditional release of such indemnified party in form and substance satisfactory to such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding proceedings and (iiy) does not include a any statement as to or an any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. In addition, except as otherwise set forth in this paragraph, an indemnified party shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such indemnified party unless such settlement (x) includes an unconditional release of the Company in form and substance satisfactory to the Company from all liability on claims that are the subject matter of such proceedings and (y) does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Company. The obligations of the Company, each of the Guarantors and each of the Initial Purchasers in this Section 9 and in Section 10 are in addition to any other liability that the Company, each of the Guarantors or any Initial Purchaser, as the case may be, may otherwise have, including in respect of any breaches of representations, warranties and agreements made herein by any such party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested that an indemnifying party under this Section 6 reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section 10 effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 30 days after receipt by such indemnifying party agrees to indemnify of the indemnified request for reimbursement, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 15 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it in its reasonable judgment considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The Notice Recipients are the prior written consent Chairman and the Assistant General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionXxxxxxx X. Xxxxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyEsq., unless such settlementAssistant General Counsel, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such actionUnited States Cellular Corporation, suit or proceeding and (ii) does not include a statement as to or an admission of faultc/o Sidley Xxxxxx Xxxxx & Xxxx, culpability or a failure to act by or on behalf of any indemnified party00 Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any -------------------------------------------------- time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 6(d) hereof (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by and relating to the indemnified party from all liability on claims that are expressly for use in the subject matter of such action, suit Registration Statement (or proceeding and any amendment thereto) or any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 1933 Act) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No Notwithstanding the immediately preceding sentence, if at any time the Indemnified Party shall have requested an indemnifying party shallto reimburse the Indemnified Party for fees and expenses of counsel, without the prior written consent an indemnifying party shall not be liable for any settlement of the indemnified party, effect any settlement, compromise or nature contemplated by Section 6(a)(ii) effected without its consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified if such indemnifying party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of reimburses such indemnified party from all liability on claims that are Indemnified Party in accordance with such request to the subject matter of extent it considers such action, suit or proceeding request to be reasonable and (ii) does not include a statement provides written notice to the Indemnified Party substantiating the unpaid balance as unreasonable, in each case prior to or an admission the date of fault, culpability or a failure to act by or on behalf of any indemnified partysuch settlement.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any claim, suit, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of the events or occurrences described in Section VIII(a) (if the Company and Trust are the indemnifying parties) or Section VIII(b) (if an Agent is an indemnifying party), and such settlement is effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party’s written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by this Section VIII(d) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The Notice Recipients are the prior written consent Chief Financial Officer and the Secretary of the indemnified party, effect any settlement, compromise or consent Company. Requests mailed pursuant to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes this Section 6(d) to (i) an unconditional release the Chief Financial Officer of such indemnified party from all liability on claims that are the subject matter of such actionCompany shall be mailed to her at Telephone and Data Systems, suit or proceeding Inc., 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 and (ii) does not include a statement as the Secretary of the Company shall be mailed to or an admission of faulthim, culpability or a failure to act by or on behalf of any indemnified partyat 00 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000. SECTION 7.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent the indemnifying party in its judgement considers such request to be reasonable and (ii) provides written notice to the indemnified party stating the reason it deems the unpaid balance unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time --------------------------------------------------- an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 6(d) hereof (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by and relating to the indemnified party from all liability on claims that are expressly for use in the subject matter of such action, suit Registration Statement (or proceeding and any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 1933 Act) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested and indemnifying party shallto reimburse the indemnified party for fees and expenses of counsel, without the prior written consent an indemnifying party shall not be liable for any settlement of the indemnified party, effect any settlement, compromise or nature contemplated by Section 6(a)(ii) effected without its consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified if such indemnifying party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of reimburses such indemnified party from all liability on claims that are in accordance with such request to the subject matter of extent it considers such action, suit or proceeding request to be reasonable and (ii) does not include a statement provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to or an admission the date of fault, culpability or a failure to act by or on behalf of any indemnified partysuch settlement.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The “Notice Recipients” are the prior written consent Chairman and the General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to LxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent Chairman, United States Cellular Corporation, c/o Telephone and Data Systems, Inc., 30 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionSxxxxxx X. Xxxxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyEsq., unless such settlementGeneral Counsel, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such actionUnited States Cellular Corporation, suit or proceeding and (ii) does not include a statement as to or an admission of faultc/o Sidley Austin LLP, culpability or a failure to act by or on behalf of any indemnified partyOxx Xxxxx Xxxxxxxx, Xxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse in accordance with the terms hereof, the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) and Section 6(a)(iii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed, in accordance with the terms hereof, such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) and Section 6(a)(iii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shallfor all amounts advanced to it pursuant to this Section 6(d) (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified party was not entitled to indemnification hereunder and such loss, without liability, claim, damage or expense arose out of (A) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the prior written consent Company by the indemnified party expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or (B) a fraudulent misrepresentation (within the meaning of Section 11 of the 0000 Xxx) by the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 8(d) (unless it is entitled to such amounts under Section 9 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the indemnified party from all liability on claims that are expressly for use in the subject matter of such action, suit Registration Statement (or proceeding and any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 1933 Act) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 6(d) hereof (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by and relating to the indemnified party from all liability on claims that are expressly for use in the subject matter of such actionRegistration Statement (or any amendment thereto), suit including the Rule 430B Information or proceeding and any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 0000 Xxx) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or indemnification could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement (x) includes (i) an unconditional release of such indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such action, suit or proceeding and (iiy) does not include a any statement as to or an any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any claim, suit, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of the events or occurrences described in Section 7(a) (if the Company and Trust are the indemnifying parties) or Section 7(b) (if a Dealer is an indemnifying party), and such settlement is effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party’s written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt the nature contemplated by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.this

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The Notice Recipients are the prior written consent Chairman and the Assistant General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent President, Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionXxxxxxx X. XxXxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyGeneral Counsel, unless such settlementc/o Sidley Xxxxxx Xxxxx & Xxxx LLP, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action00 Xxxxx Xxxxxxxx, suit or proceeding and (ii) does not include a statement as to or an admission of faultXxxxxxx, culpability or a failure to act by or on behalf of any indemnified partyXX 00000.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested in writing an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consentconsent if (i) such settlement is entered into after the later of (A) 45 days after such indemnified party has mailed (by registered or certified mail, which consent shall not be unreasonably withheld, but postage prepaid) the aforesaid request to each of the Notice Recipients (as defined below) and (B) if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees has not given written notice to indemnify the such indemnified party against any lossof the receipt by such indemnifying party of the aforesaid request, claim30 days after such indemnified party has mailed (by registered or certified mail, damagepostage prepaid) a second such request to each of the Notice Recipients, liability or expense by reason provided that such second request is not mailed prior to the 46th day after the request referred to in subclause (i)(A) above is mailed, (ii) such indemnifying party shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(2) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without The “Notice Recipients” are the prior written consent Chairman and the General Counsel of the indemnified partyCompany. Requests mailed pursuant to this Section 6(d) shall be mailed to XxXxx X. Xxxxxxx, effect any settlementXx., compromise or consent President and Chief Executive Officer, Telephone and Data Systems, Inc., 00 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with a copy to the entry of judgment in any pending or threatened actionXxxxxxx X. XxXxxxx, suit or proceeding in respect of which any indemnified party is or could have been a party Esq., General Counsel, Telephone and indemnity was or could have been sought hereunder by such indemnified partyData Systems, unless such settlementInc., compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such actionc/o Sidley Austin LLP, suit or proceeding and (ii) does not include a statement as to or an admission of faultXxx Xxxxx Xxxxxxxx, culpability or a failure to act by or on behalf of any indemnified partyXxxxxxx, XX 00000.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party specifying the basis for its claim that the unpaid balance is unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 8 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence; provided, however, that if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6(d) hereof8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 60 days prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity or contribution was or could have been sought hereunder under this Section 8 or Section 9 hereof by such indemnified party, unless such settlement, compromise or consent includes (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement any statements as to to, any findings or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the each indemnified party from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 7(a) effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending litigation, or threatened action, suit any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever in respect of which any indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified party is parties are actual or could have been a party and indemnity was or could have been sought hereunder by such indemnified partypotential parties thereto), unless such settlement, compromise or consent includes (i) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such actionlitigation, suit investigation, proceeding or proceeding claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The No indemnifying party shall be liable under this Section 6 shall not be liable 7 for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which consent shall not be unreasonably withheld, but if a claim or action settled with such consent its written consent, or if there be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement, settlement or compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any the indemnified party is or could have been a party and party, or indemnity was or could have been sought hereunder by such the indemnified party, unless such settlement, compromise or consent settlement (A) includes (i) an unconditional written release of such the indemnified party party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such action, suit or proceeding and (iiB) does not include a any statement as to or an admission of fault, culpability or a failure to act by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 7(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such an indemnifying party shall not have reimbursed be liable for an settlement of the nature contemplated by Section (a)(ii) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Settlement without Consent if Failure to Reimburse. The Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party under of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this Section 6 indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action, unless such other indemnifying parties reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified parties and an indemnifying party, and such indemnified parties reasonably believe that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any settlement fees and expenses of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled counsel for the indemnified parties incurred thereafter in connection with such consent or if there be a final judgment for the plaintiff, action. In no event shall the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party parties be liable for fees and expenses of counsel as contemplated by Section 6(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise same general allegations or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partycircumstances.

Settlement without Consent if Failure to Reimburse. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the such indemnifying party agrees that it shall be liable for any settlement of any proceeding the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 60 45 days after receipt by such indemnifying party of the aforesaid request request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iiiii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No The indemnified party shall promptly reimburse the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent for all amounts advanced to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any it pursuant to this Section 6(d) (unless it is entitled to such amounts under Section 7 hereof) if it shall be finally judicially determined that such indemnified party is was not entitled to indemnification hereunder and such loss, liability, claim, damage or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes expense arose out of (i) an unconditional release of such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the indemnified party from all liability on claims that are expressly for use in the subject matter of such actionRegistration Statement (or any amendment thereto), suit including the Rule 430B Information, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or proceeding and the Prospectus (or any amendment or supplement thereto) or (ii) does not include a statement as to or an admission fraudulent misrepresentation (within the meaning of fault, culpability or a failure to act Section 11 of the 0000 Xxx) by or on behalf of any the indemnified party.

Settlement without Consent if Failure to Reimburse. The If at any time an indemnified party shall have requested an indemnifying party under this Section 6 to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent, which consent shall not be unreasonably withheld, but if settled with (i) such consent or if there be a final judgment for the plaintiff, the settlement is entered into more than 45 days after receipt by such indemnifying party agrees to indemnify of the indemnified aforesaid request, (ii) such indemnifying party against any loss, claim, damage, liability or expense by reason shall have received notice of the terms of such settlement or judgmentat least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the foregoing immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereofcounsel, the an indemnifying party agrees that it shall not be liable for any settlement of any proceeding the nature contemplated by Section 8(a)(ii) effected without its written consent if such indemnifying party (i) reimburses such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes (i) an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.