Common use of Proceedings Clause in Contracts

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start of any action, the indemnified party will, if the claim is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under that subsection. If any such action is brought against any indemnified party and it notifies the indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, may, jointly with any other indemnifying party, assume the defense of the action, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of the action, the indemnifying party will not be liable to the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action other than reasonable expenses for investigation. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims in the action and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 11 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 11, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 11.1 or 11.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 11.1 or 11.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 11 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 11 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 11 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 11.1 or 11.2 hereof), (ii) the indemnifying party has authorized (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, 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 from and against any loss or liability 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 this Clause 11, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or Any Person entitled to indemnity hereunder (ban “Indemnified Party”) above of shall give written notice of to the start Person from whom indemnity is sought (the “Indemnifying Party”) promptly after receiving written notice of any action, the indemnified party willlawsuit, proceeding, investigation or other claim against it (if the claim is to be made against the indemnifying party under subsection (aby a third party) or discovering the loss, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (bif known and quantifiable) above, notify and the indemnifying party of basis thereof; provided that the action, and if the indemnified party does not failure to so notify the indemnifying Indemnifying Party promptly shall not relieve the Indemnifying Party of its liability hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party within 30 days following receipt of any such notice by that, if adversely determined, would entitle the indemnified partyIndemnified Party to indemnity pursuant to Section 4.1, the indemnifying party will have no further liability under subsection (a) or (b) above to Indemnified Party shall notify promptly the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 Indemnifying Party of the action. Howeversame in writing, specifying in reasonable detail the failure to notify basis of such claim, and the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under that subsection. If any such action is brought against any indemnified party and it notifies the indemnifying party of the start of the action, the indemnifying party will Indemnifying Party shall be entitled to participate in the action and, may, jointly with any other indemnifying party, assume control the defense of the such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, and at the Indemnifying Party’s option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense with a reputable counsel reasonably satisfactory acceptable to the indemnified partyIndemnified Party; provided that, in the event that the Indemnifying Party elects to control such defense, such Indemnifying Party shall be deemed to have agreed to be fully responsible (with no reservation of rights) for all losses relating to such claim. After Within thirty (30) days after receiving written notice from of an indemnification claim, the indemnifying party Indemnifying Party shall give written notice to the indemnified party of its election to assume the defense Indemnified Party stating whether it disputes all or any portion of the actionclaim. If the Indemnifying Party fails to give written notice to the Indemnified Party that it disputes an indemnification claim within thirty (30) days after receipt of notice thereof, the indemnifying party will not Indemnifying Party shall be liable deemed to have accepted and agreed to the indemnified party under subsection (a) or (b) aboveclaim, as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action other than reasonable expenses for investigation. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims in the action shall become immediately due and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified partypayable.

Proceedings. Promptly after receipt by an Each indemnified party under subsection (a) or (b) above of written shall give notice of the start of any action, the indemnified party will, if the claim is as promptly as reasonably practicable to be made against the indemnifying party under subsection (a) or (b) above, notify the each indemnifying party of the actionany action commenced against it in respect of which indemnity may be sought hereunder, and if the indemnified party does not but failure to so notify the an indemnifying party within 30 days following receipt of any shall not relieve such notice by the indemnified party, the indemnifying party will have no further from any liability under subsection (a) or (b) above hereunder to the indemnified party unless the indemnifying party has received other notice addressed extent it is not materially prejudiced as a result thereof and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will in any event shall not relieve relive it from any liability which it may have to any indemnified party otherwise than under that subsectionon account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If any it so elects within a reasonable time after receipt of such action is brought against any indemnified party and it notifies the notice, an indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, mayparty, jointly with any other indemnifying partyparties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action, with counsel unless such indemnified parties reasonably satisfactory 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. After notice from the If an indemnifying party to the indemnified party of its election to assume assumes the defense of the such action, the indemnifying party will parties shall not be liable to for any fees and expenses of counsel for the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently parties incurred by the indemnified party thereafter in connection with such action. In no event shall the defense indemnifying parties be liable for fees and expenses of more than 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 action other than reasonable expenses for investigationsame general allegations or circumstances. No indemnifying party willshall, without the prior written consent of the indemnified partyparties, effect any settlement settle or compromise or consent to the entry of any pending judgment with respect to any litigation, or threatened action for any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnified party is indemnification or contribution could have been a party if indemnity could have been claimed be sought under this Agreement by Section 7.5 (whether or not the indemnified party parties are actual or potential parties thereto), unless the settlement includes such settlement, compromise or consent (i) includes an unconditional release of the each indemnified party from all liability on any claims in the action arising out of such litigation, investigation, proceeding or 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. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified partyparty for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7.5(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7.5 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the an indemnifying party under subsection (a) or (b) above, this Section 7.5 notify the indemnifying party in writing of the action, and if commencement thereof; but the indemnified party does not omission so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under that subsectionthe indemnity agreement contained in this Section 7.5 or to the extent it is not prejudiced as a proximate result of such failure. If In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of the start of the actionparty, the indemnifying party will be entitled to participate in the action in, and, mayto the extent that it may wish, jointly with any all other indemnifying partyparties similarly notified, to assume the defense of the action, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such action and approval by the actionindemnified party of counsel, the indemnifying party will not be liable to the such indemnified party under subsection (a) or (b) above, as applicable, this Section 7.5 for any reasonable legal or other expenses subsequently incurred by the such indemnified party in connection with the defense of the action other than reasonable expenses for investigation. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by thereof unless (i) the indemnified party unless shall have employed such counsel in connection with the settlement includes assumption of legal defenses in accordance with the proviso to the preceding sentence (iit being understood, however, that the indemnifying party shall be not liable for the expenses of more than one separate counsel, approved by such indemnifying party in the case of paragraph (a), representing the indemnified parties who are parties to such action) an unconditional release of or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from all liability on any claims to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the action fees and (ii) does not include a statement or an admission expenses of fault, culpability or a failure to act by or on behalf counsel shall be at the expense of the indemnified indemnifying party.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of The Indemnified Party shall give written notice of to the start Indemnifying Party promptly after receiving written notice of any action, the indemnified party willlawsuit, proceeding, investigation or other claim against it (if the claim is to be made against the indemnifying party under subsection (aby a third party) or discovering the Loss, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (b) above, notify the indemnifying party of the actionif known and quantifiable), and if the indemnified party does not basis thereof; provided that the failure to so notify the indemnifying Indemnifying Party promptly shall not relieve the Indemnifying Party of its liability hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party within 30 days following receipt of any such notice by that, if adversely determined, would entitle the indemnified partyIndemnified Party to indemnity pursuant to Section 8, the indemnifying party will have no further liability under subsection (a) or (b) above to Indemnified Party shall notify promptly the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 Indemnifying Party of the action. Howeversame in writing, specifying in reasonable detail the failure to notify basis of such claim, and the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under that subsection. If any such action is brought against any indemnified party and it notifies the indemnifying party of the start of the action, the indemnifying party will Indemnifying Party shall be entitled to participate in the action and, may, jointly with any other indemnifying party, assume control the defense of the such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, and at the Indemnifying Party’s option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense with a reputable counsel reasonably satisfactory acceptable to the indemnified partyIndemnified Party. After Within thirty (30) days after receiving written notice from of an indemnification claim, the indemnifying party Indemnifying Party shall give written notice to the indemnified party of its election to assume the defense Indemnified Party stating whether it disputes all or any portion of the actionclaim. If the Indemnifying Party fails to give written notice to the Indemnified Party that it disputes an indemnification claim within thirty (30) days after receipt of notice thereof, the indemnifying party will not Indemnifying Party shall be liable deemed to have accepted and agreed to the indemnified party under subsection (a) or (b) aboveclaim, as applicablewhich shall become due and payable in accordance with Section 8.4, for any legal or other expenses subsequently incurred by subject to the indemnified party limitations set forth in connection with the defense of the action other than reasonable expenses for investigation. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims in the action and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified partySection 8.2.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7.5 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the an indemnifying party under subsection (a) or (b) above, this Section 7.5 notify the indemnifying party in writing of the action, and if commencement thereof; but the indemnified party does not omission so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under that subsectionthe indemnity agreement contained in this Section 7.5 or to the extent it is not prejudiced as a proximate result of such failure. If In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of the start of the actionparty, the indemnifying party will be entitled to participate in the action in, and, mayto the extent that it may wish, jointly with any all other indemnifying partyparties similarly notified, to assume and control the defense of the action, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such action and approval by the actionindemnified party of counsel, the indemnifying party will not be liable to the such indemnified party under subsection (a) or (b) above, as applicable, this Section 7.5 for any reasonable legal or other expenses subsequently incurred by the such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall be not liable for the expenses of more than one separate counsel, approved by such indemnifying party in the case of paragraph (a), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the fees and expenses of counsel shall be at the expense of the action other than reasonable expenses for investigationindemnifying party. No indemnifying party willNotwithstanding the foregoing, without the prior written consent of the indemnified party, effect any settlement the indemnifying party may not settle or agree to compromise of any pending such claim or threatened action for which the indemnified party intends to seek reimbursement from the indemnifying party, and the indemnified party will permit the indemnifying party to settle or compromise any such action or suit at the indemnifying party's sole cost and expense if as a result thereof the indemnified party is or could have been provided a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an full and unconditional release of the indemnified party from all liability on any claims in the action and (ii) does not include a statement such claim or an admission of fault, culpability or a failure to act by or on behalf of the indemnified partyaction.

Proceedings. Promptly after receipt by an Each indemnified party under subsection (a) or (b) above of written shall give notice of the start of any action, the indemnified party will, if the claim is as promptly as reasonably practicable to be made against the indemnifying party under subsection (a) or (b) above, notify the each indemnifying party of the actionany action commenced against it in respect of which indemnity may be sought hereunder, and if the indemnified party does not but failure to so notify the an indemnifying party within 30 days following receipt of any shall not relieve such notice by the indemnified party, the indemnifying party will have no further from any liability under subsection (a) or (b) above hereunder to the indemnified party unless the indemnifying party has received other notice addressed extent it is not materially prejudiced as a result thereof and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will in any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under that subsectionon account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If any it so elects within a reasonable time after receipt of such action is brought against any indemnified party and it notifies the notice, an indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, mayparty, jointly with any other indemnifying partyparties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action, with counsel unless such indemnified parties reasonably satisfactory 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. After notice from the If an indemnifying party to the indemnified party of its election to assume assumes the defense of the such action, the indemnifying party will parties shall not be liable to for any fees and expenses of counsel for the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently parties incurred by the indemnified party thereafter in connection with such action. In no event shall the defense indemnifying parties be liable for fees and expenses of more than 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 action other than reasonable expenses for investigationsame general allegations or circumstances. No indemnifying party willshall, without the prior written consent of the indemnified partyparties, effect any settlement settle or compromise or consent to the entry of any pending judgment with respect to any litigation, or threatened action for any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnified party is indemnification or contribution could have been a party if indemnity could have been claimed be sought under this Agreement by Section 7.5 (whether or not the indemnified party parties are actual or potential parties thereto), unless the settlement includes such settlement, compromise or consent (i) includes an unconditional release of the each indemnified party from all liability on any claims in the action arising out of such litigation, investigation, proceeding or 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. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified partyparty for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7.5(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Xxxxxx 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses for investigationof such separate counsel (and local counsel) shall be paid by the indemnifying party. No Upon receipt of notice from the indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any to such indemnified party is or could have been a party if indemnity could have been claimed under this Agreement of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims shall have employed separate counsel in connection with the action and assertion of legal defences in accordance with the proviso to the preceding sentence (ii) does it being understood, however that the indemnifying party shall not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party.be _______________________________________________________________________________

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start commencement of any action, the indemnified party will, if the suit or proceeding as to which a claim in respect thereof is to be made against the indemnifying party Iridium under subsection (a) or (b) aboveSection 8.1, notify the indemnifying party of the action, and if the indemnified party does not so shall notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 Iridium in writing of the action. Howevercommencement thereof, but the failure omission so to notify the indemnifying party will Iridium shall not relieve it Iridium from any liability which it may have to any indemnified party otherwise than under that subsectionsuch section. If In case any such action is shall be brought against any indemnified party and it notifies the indemnifying party shall notify Iridium of the start of the actioncommencement thereof, the indemnifying party will Iridium shall be entitled to participate in the action therein and, mayto the extent that it shall wish, jointly with any other indemnifying party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to such indemnified party (which shall not, except with the consent of the indemnified party. After , be counsel to Iridium), and, after notice from the indemnifying party Iridium to the such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will Iridium shall not be liable to the such indemnified party under such subsection (a) or (b) above, as applicable, for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the such indemnified party party, in connection with the defense of the action thereof other than reasonable expenses for costs of investigation. No indemnifying party willIridium shall not, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any settlement of judgment with respect to, any pending or threatened action for or 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 if indemnity could have been claimed under this Agreement by the indemnified party to such action or claim) unless the settlement includes such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on any claims in the arising out of such action or 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 the any indemnified party. No indemnified party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution has been or may be sought hereunder without the prior written consent of Iridium.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start commencement of any action, the indemnified party will, if the suit or proceeding as to which a claim in respect thereof is to be made against the indemnifying party Iridium under subsection (a) or (b) aboveSection 8.1, notify the indemnifying party of the action, and if the indemnified party does not so shall notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 Iridium in writing of the action. Howevercommencement thereof, but the failure omission so to notify the indemnifying party will Iridium shall not relieve it Iridium from any liability which it may have to any indemnified party otherwise than under that subsectionsuch section. If In case any such action is shall be brought against any indemnified party and it notifies the indemnifying party shall notify Iridium of the start of the actioncommencement thereof, the indemnifying party will Iridium shall be entitled to participate in the action therein and, mayto the extent that it shall wish, jointly with any other indemnifying party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to such indemnified party (which shall not, except with the consent of the indemnified party. After , be counsel to Iridium), and, after notice from the indemnifying party Iridium to the such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will Iridium shall not be liable to the such indemnified party under subsection (a) or (b) above, as applicable, such section for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the such indemnified party party, in connection with the defense of the action thereof other than reasonable expenses for costs of investigation. No indemnifying party willIridium shall not, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any settlement of judgment with respect to, any pending or threatened action for or 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 if indemnity could have been claimed under this Agreement by the indemnified party to such action or claim) unless the settlement includes such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on any claims in the arising out of such action or 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 the any indemnified party. No indemnified party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution has been or may be sought hereunder without the prior written consent of Iridium.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start of If any action, suit or proceeding (each, a “Proceeding”) is brought against one party (the “indemnified party”) in respect of which indemnity may be sought against the other party (the “indemnifying party”) pursuant to this ‎Article 4, the indemnified party will, if the claim is to be made against the indemnifying party under subsection (a) or (b) above, shall promptly notify the indemnifying party in writing of the actioninstitution of such Proceeding and the indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnifying party and if payment of all fees and expenses; provided, however, that the indemnified party does not omission to so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, shall not relieve the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under that subsection. If any such action is brought against any indemnified party and it notifies the indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, may, jointly with any other indemnifying party, assume the defense of the action, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party hereunder except to the extent that it has been materially prejudiced by such failure. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of its election to assume such counsel shall be at the defense expense of the action, the indemnifying party will not be liable to the indemnified party under subsection unless any of the following apply: (ai) or (b) above, as applicable, for any legal or other expenses subsequently incurred the employment of such counsel shall have been authorized in writing by the indemnified indemnifying party in connection with the defense of such Proceeding, or (ii) the action other indemnifying party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or (iii) parties shall have reasonably concluded that there may be defenses or strategies available to it or them which are different from, additional to or in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events described in clauses (i) through (iii) above, such fees and expenses shall be borne by the indemnifying party and paid as incurred (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than reasonable one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The indemnifying party shall not be liable for any settlement of any Proceeding effected without the indemnifying party’s written consent, but if settled with the indemnifying party’s written consent, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any loss or liability by reason of such settlement. 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 the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for investigationany settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 business days’ prior notice of its intention to settle. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for Proceeding in respect of which any indemnified party is or could have been a party if and indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action subject matter of such Proceeding and (ii) does not include a statement or an admission of fault, culpability or a failure to act act, by or on behalf of the such indemnified party.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate ------------------------------------------------------------------------------ 39 ------------------------------------------------------------------------------ counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start commencement of any action, the indemnified party will, if the suit or proceeding as to which a claim in respect thereof is to be made against the indemnifying party ORBCOMM under subsection (a) or (b) aboveSection 8.1, notify the indemnifying party of the action, and if the indemnified party does not so shall notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 ORBCOMM in writing of the action. Howevercommencement thereof, but the failure omission so to notify the indemnifying party will ORBCOMM shall not relieve it ORBCOMM from any liability which it may have to any indemnified party otherwise than under that subsectionsuch section, unless ORBCOMM is materially prejudiced thereby. If In case any such action is shall be brought against any indemnified party and it notifies the indemnifying party shall notify ORBCOMM of the start of the actioncommencement thereof, the indemnifying party will ORBCOMM shall be entitled to participate in the action therein and, mayto the extent that it shall wish, jointly with any other indemnifying party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to the such indemnified party. After , and, after notice from the indemnifying party ORBCOMM to the such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will ORBCOMM shall not be liable to the such indemnified party under such subsection (a) or (b) above, as applicable, for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the such indemnified party party, in connection with the defense of the action thereof other than reasonable expenses for costs of investigation. No indemnifying party willORBCOMM shall not, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any settlement of judgment with respect to, any pending or threatened action for or 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 if indemnity could have been claimed under this Agreement by the indemnified party to such action or claim) unless the settlement such settlement, compromise or judgment (a) includes (i) an unconditional release of the indemnified party from all liability on any claims in the arising out of such action or claim and (iib) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of the any indemnified party. No indemnified party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution has been or may be sought hereunder without the prior written consent of ORBCOMM.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (a) will not relieve it from liability under Clause 13.1 or 13.2 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (b) will not in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clauses 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Master Issuer, Funding, the Mortgages Trustee and Abbey, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Master Issuer, Funding, the Mortgages Trustee and Abbey and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if, in the reasonable judgment of any Underwriter, the Underwriters acting together, or the Master Issuer, Funding, the Mortgages Trustee and Abbey, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clauses 13.1 or 13.2 hereof), (ii) the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action other or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if Subparagraph (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such Subparagraph (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, such consent not to be unreasonably withheld or delayed, 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 from and against any loss or liability 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 this Clause 13, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (A) such settlement is entered 44 into more than reasonable expenses for investigation60 days after receipt by such indemnifying party of such request and (B) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the settlement includes such settlement: (i) includes an unconditional release of the such indemnified party from all liability on any claims in that are the action subject matter of such proceeding, and (ii) does not include a statement as to or an any admission of fault, culpability or a failure to act act, by or on behalf of the any indemnified party.

Proceedings. Promptly after receipt by an Each indemnified party under subsection (a) or (b) above of written shall give notice of the start of any action, the indemnified party will, if the claim is as promptly as reasonably practicable to be made against the indemnifying party under subsection (a) or (b) above, notify the each indemnifying party of the actionany action commenced against it in respect of which indemnity may be sought hereunder, and if the indemnified party does not but failure to so notify the an indemnifying party within 30 days following receipt of any shall not relieve such notice by the indemnified party, the indemnifying party will have no further from any liability under subsection (a) or (b) above hereunder to the indemnified party unless the indemnifying party has received other notice addressed extent it is not materially prejudiced as a result thereof and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will in any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under that subsectionon account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If any it so elects within a reasonable time after receipt of such action is brought against any indemnified party and it notifies the notice, an indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, mayparty, jointly with any other indemnifying partyparties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action, with counsel unless such indemnified parties reasonably satisfactory 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. After notice from the If an indemnifying party to the indemnified party of its election to assume assumes the defense of the such action, the indemnifying party will parties shall not be liable to for any fees and expenses of counsel for the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently parties incurred by the indemnified party thereafter in connection with such action. In no event shall the defense indemnifying parties be liable for fees and expenses of more than 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 action other than reasonable expenses for investigationsame general allegations or circumstances. No indemnifying party willshall, without the prior written consent of the indemnified partyparties, effect any settlement settle or compromise or consent to the entry of any pending judgment with respect to any litigation, or threatened action for any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnified party is indemnification or contribution could have been a party if indemnity could have been claimed be sought under this Agreement by Section 7.4 (whether or not the indemnified party parties are actual or potential parties thereto), unless the settlement includes such settlement, compromise or consent (i) includes an unconditional release of the each indemnified party from all liability on any claims in the action arising out of such litigation, investigation, proceeding or 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. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified partyparty for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7.4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this CLAUSE 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis CLAUSE 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under CLAUSE 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in CLAUSE 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this CLAUSE 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Sixth Issuer, Funding, the Mortgages Trustee and ANPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Sixth Issuer, Funding, the Mortgages Trustee and ANPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this CLAUSE 13 if, in the reasonable judgement of any Underwriter, the Underwriters acting together, or the Sixth Issuer, Funding, the Mortgages Trustee and ANPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this CLAUSE 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under CLAUSE 13.1 or 13.2 hereof), (ii) the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action other or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if CLAUSE (I) or (III) is applicable, such liability shall be only in respect of the counsel referred to in such CLAUSE (I) or (III). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this CLAUSE 13, 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 reasonable expenses for investigation60 days after receipt by such indemnifying party of such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 11 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 11, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 11.1 or 11.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 11.1 or 11.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 11 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Issuer, Funding 2, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Issuer, Funding 2, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 11 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Issuer, Funding 2, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses for investigationof such separate counsel (and local counsel) shall be paid by the indemnifying party. No Upon receipt of notice from the indemnifying party willto such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel selected by the indemnifying party, without the prior written consent indemnifying party will not be liable to such indemnified party under this Clause 11 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 11.1 or 11.2 hereof), (ii) the indemnifying party has authorized (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, effect or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any pending proceeding effected without its written consent, but if settled with such consent or threatened action if there be a final judgement for which any indemnified the plaintiff, the indemnifying party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of agrees to indemnify the indemnified party from all and against any loss or liability on by reason of such settlement or judgement. Notwithstanding the foregoing sentence, if at any claims in the action and (ii) does not include a statement or time an admission of fault, culpability or a failure indemnified party shall have requested an indemnifying party to act by or on behalf of reimburse the indemnified party.party for fees and expenses of counsel as contemplated by this Clause 11, the indemnifying party agrees that it shall be liable for any settlement of any -------------------------------------------------------------------------------

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (a) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (b) will not in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clauses 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Master Issuer, Funding, the Mortgages Trustee and Abbey, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Master Issuer, Funding, the Mortgages Trustee and Abbey and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if, in the reasonable judgment of any Underwriter, the Underwriters acting together, or the Master Issuer, Funding, the Mortgages Trustee and Abbey, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clauses 13.1 or 13.2 hereof), (ii) the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action other or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if Subparagraph (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such Subparagraph (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected Back to Contents without its written consent, such consent not to be unreasonably withheld or delayed, 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 from and against any loss or liability 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 this Clause 13, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (A) such settlement is entered into more than reasonable expenses for investigation60 days after receipt by such indemnifying party of such request and (B) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the settlement includes such settlement: (i) includes an unconditional release of the such indemnified party from all liability on any claims in that are the action subject matter of such proceeding, and (ii) does not include a statement as to or an any admission of fault, culpability or a failure to act act, by or on behalf of the any indemnified party.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7.5 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the an indemnifying party under subsection (a) or (b) above, this Section 7.5 notify the indemnifying party in writing of the action, and if commencement thereof; but the indemnified party does not omission so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under that subsectionthe indemnity agreement contained in this Section 7.5 or to the extent it is not prejudiced as a proximate result of such failure. If In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of the start of the actionparty, the indemnifying party will be entitled to participate in the action in, and, mayto the extent that it may wish, jointly with any all other indemnifying partyparties similarly notified, to assume the defense of the action, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate 16 counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such action and approval by the actionindemnified party of counsel, the indemnifying party will not be liable to the such indemnified party under subsection (a) or (b) above, as applicable, this Section 7.5 for any reasonable legal or other expenses subsequently incurred by the such indemnified party in connection with the defense of the action other than reasonable expenses for investigation. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by thereof unless (i) the indemnified party unless shall have employed such counsel in connection with the settlement includes assumption of legal defenses in accordance with the proviso to the preceding sentence (iit being understood, however, that the indemnifying party shall be not liable for the expenses of more than one separate counsel, approved by such indemnifying party in the case of paragraph (a), representing the indemnified parties who are parties to such action) an unconditional release of or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from all liability on any claims to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the action fees and (ii) does not include a statement or an admission expenses of fault, culpability or a failure to act by or on behalf counsel shall be at the expense of the indemnified indemnifying party.

Proceedings. Promptly after receipt by an indemnified party under subsection (athis Section 7(e) or (b) above of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the an indemnifying party under subsection (a) or (b) abovethis Section 7(e), notify the indemnifying party in writing of the action, and if commencement thereof; but the indemnified party does not omission so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under that subsectionthe indemnity agreement contained in this Section 7(e) or to the extent it is not prejudiced as a proximate result of such failure. If In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of the start of the actionparty, the indemnifying party will be entitled to participate in the action in, and, mayto the extent that it may wish, jointly with any all other indemnifying partyparties similarly notified, to assume and control the defense of the action, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified partyparty and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying parties, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such action and approval by the actionindemnified party of counsel, the indemnifying party will not be liable to the such indemnified party under subsection (athis Section 7(e) or (b) above, as applicable, for any reasonable legal or other expenses subsequently incurred by the such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall be not liable for the expenses of more than one separate counsel, approved by such indemnifying party in the case of paragraph (a), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the fees and expenses of counsel shall be at the expense of the action other than reasonable expenses for investigationindemnifying party. No indemnifying party willNotwithstanding the foregoing, without the prior written consent of the indemnified party, effect any settlement the indemnifying party may not settle or agree to compromise of any pending such claim or threatened action for which the indemnified party intends to seek reimbursement from the indemnifying party, and the indemnified party will permit the indemnifying party to settle or compromise any such action or suit at the indemnifying party's sole cost and expense if as a result thereof the indemnified party is or could have been provided a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an full and unconditional release of the indemnified party from all liability on any claims in the action and (ii) does not include a statement such claim or an admission of fault, culpability or a failure to act by or on behalf of the indemnified partyaction.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an Each indemnified party under subsection (a) or (b) above of written shall give notice of the start of any action, the indemnified party will, if the claim is as promptly as reasonably practicable to be made against the indemnifying party under subsection (a) or (b) above, notify the each indemnifying party of the actionany action commenced against it in respect of which indemnity may be sought hereunder, and if the indemnified party does not but failure to so notify the an indemnifying party within 30 days following receipt of any shall not relieve such notice by the indemnified party, the indemnifying party will have no further from any liability under subsection (a) or (b) above hereunder to the indemnified party unless the indemnifying party has received other notice addressed extent it is not materially prejudiced as a result thereof and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will in any event shall not relieve relive it from any liability which it may have to any indemnified party otherwise than under that subsectionon account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If any it so elects within a reasonable time after receipt of such action is brought against any indemnified party and it notifies the notice, an indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, mayparty, jointly with any other indemnifying partyparties receiving such notice, may assume the defense of the action, such action with counsel chosen by it and reasonably satisfactory acceptable to the indemnified parties defendant in such action, unless such indemnified 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. After notice from the If an indemnifying party to the indemnified party of its election to assume assumes the defense of the such action, the indemnifying party will parties shall not be liable to for any fees and expenses of counsel for the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently parties incurred by the indemnified party thereafter in connection with such action. In no event shall the defense indemnifying parties be liable for fees and expenses of more than 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 action other than reasonable expenses for investigationsame general allegations or circumstances. No indemnifying party willshall, without the prior written consent of the indemnified partyparties, effect any settlement settle or compromise or consent to the entry of any pending judgment with respect to any litigation, or threatened action for any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnified party is indemnification or contribution could have been a party if indemnity could have been claimed be sought under this Agreement by Section 7.5 (whether or not the indemnified party parties are actual or potential parties thereto), unless the settlement includes such settlement, compromise or consent (i) includes an unconditional release of the each indemnified party from all liability on any claims in the action arising out of such litigation, investigation, proceeding or 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. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified partyparty for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7.5(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance 20 with such request prior to the date of such settlement.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 12 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 12, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (a) will not relieve it from liability under Clause 12.1 or 12.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (b) will not in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clauses 12.1 or 12.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 12 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense defence thereof other than reasonable costs of investigation; provided that each Manager, the Managers as a group, or the Master Issuer, Funding, the Mortgages Trustee and Santander UK as Seller, as the case may be, shall have the right to employ separate counsel to represent such Manager and its controlling persons, the Managers and their respective controlling persons or the Master Issuer, Funding, the Mortgages Trustee and Santander UK as Seller and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 12 if, in the reasonable judgment of any Manager, the Managers acting together, or the Master Issuer, Funding, the Mortgages Trustee and Santander UK as Seller, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 12 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clauses 12.1 or 12.2 hereof), (ii) the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action other or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if Subparagraph (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such Subparagraph (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, such consent not to be unreasonably withheld or delayed, 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 from and against any loss or liability 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 this Clause 12, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (A) such settlement is entered into more than reasonable expenses for investigation60 days after receipt by such indemnifying party of such request and (B) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the settlement includes such settlement: (i) includes an unconditional release of the such indemnified party from all liability on any claims in that are the action subject matter of such proceeding, and (ii) does not include a statement as to or an any admission of fault, culpability or a failure to act act, by or on behalf of the any indemnified party.

Proceedings. Promptly after receipt by an Each indemnified party under subsection (a) or (b) above of written shall give notice of the start of any action, the indemnified party will, if the claim is as promptly as reasonably practicable to be made against the indemnifying party under subsection (a) or (b) above, notify the each indemnifying party of the actionany action commenced against it in respect of which indemnity may be sought hereunder, and if the indemnified party does not but failure to so notify the an indemnifying party within 30 days following receipt of any shall not relieve such notice by the indemnified party, the indemnifying party will have no further from any liability under subsection (a) or (b) above hereunder to the indemnified party unless the indemnifying party has received other notice addressed extent it is not materially prejudiced as a result thereof and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will in any event shall not relieve relive it from any liability which it may have to any indemnified party otherwise than under that subsectionon account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If any it so elects within a reasonable time after receipt of such action is brought against any indemnified party and it notifies the notice, an indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, mayparty, jointly with any other indemnifying partyparties receiving such notice, may assume the defense of the action, such action with counsel chosen by it and reasonably satisfactory acceptable to the indemnified parties defendant in such action, unless such indemnified 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. After notice from the If an indemnifying party to the indemnified party of its election to assume assumes the defense of the such action, the indemnifying party will parties shall not be liable to for any fees and expenses of counsel for the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently parties incurred by the indemnified party thereafter in connection with such action. In no event shall the defense indemnifying parties be liable for fees and expenses of more than 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 action other than reasonable expenses for investigationsame general allegations or circumstances. No indemnifying party willshall, without the prior written consent of the indemnified partyparties, effect any settlement settle or compromise or consent to the entry of any pending judgment with respect to any litigation, or threatened action for any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnified party is indemnification or contribution could have been a party if indemnity could have been claimed be sought under this Agreement by Section 7.5 (whether or not the indemnified party parties are actual or potential parties thereto), unless the settlement includes such settlement, compromise or consent (i) includes an unconditional release of the each indemnified party from all liability on any claims in the action arising out of such litigation, investigation, proceeding or 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 the any indemnified party.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (a) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (b) will not in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Ninth Issuer, Funding, the Mortgages Trustee and Abbey, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Ninth Issuer, Funding, the Mortgages Trustee and Abbey and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if, in the reasonable judgment of any Underwriter, the Underwriters acting together, or the Ninth Issuer, Funding, the Mortgages Trustee and Abbey, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action other or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if Subparagraph (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such Subparagraph (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, such consent not to be unreasonably withheld or delayed, 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 from and against any loss or liability 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 this Clause 13, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (A) such settlement is entered into more than reasonable expenses for investigation60 days after receipt by such indemnifying party of such request and (B) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the settlement includes such settlement: (i) includes an unconditional release of the such indemnified party from all liability on any claims in that are the action subject matter of such proceeding, and (ii) does not include a statement as to or an any admission of fault, culpability or a failure to act act, by or on behalf of the any indemnified party.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Cxxxxx 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an Each indemnified party under subsection (a) or (b) above of written shall give notice of the start of any action, the indemnified party will, if the claim is as promptly as reasonably practicable to be made against the indemnifying party under subsection (a) or (b) above, notify the each indemnifying party of the actionany action commenced against it in respect of which indemnity may be sought hereunder, and if the indemnified party does not but failure to so notify the an indemnifying party within 30 days following receipt of any shall not relieve such notice by the indemnified party, the indemnifying party will have no further from any liability under subsection (a) or (b) above hereunder to the indemnified party unless the indemnifying party has received other notice addressed extent it is not materially prejudiced as a result thereof and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will in any event shall not relieve relive it from any liability which it may have to any indemnified party otherwise than under that subsectionon account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If any it so elects within a reasonable time after receipt of such action is brought against any indemnified party and it notifies the notice, an indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, mayparty, jointly with any other indemnifying partyparties receiving such notice, may assume the defense of the action, such action with counsel chosen by it and reasonably satisfactory acceptable to the indemnified parties defendant in such action, unless such indemnified 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. After notice from the If an indemnifying party to the indemnified party of its election to assume assumes the defense of the such action, the indemnifying party will parties shall not be liable to for any fees and expenses of 22 counsel for the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently parties incurred by the indemnified party thereafter in connection with such action. In no event shall the defense indemnifying parties be liable for fees and expenses of more than 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 action other than reasonable expenses for investigationsame general allegations or circumstances. No indemnifying party willshall, without the prior written consent of the indemnified partyparties, effect any settlement settle or compromise or consent to the entry of any pending judgment with respect to any litigation, or threatened action for any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnified party is indemnification or contribution could have been a party if indemnity could have been claimed be sought under this Agreement by Section 7.5 (whether or not the indemnified party parties are actual or potential parties thereto), unless the settlement includes such settlement, compromise or consent (i) includes an unconditional release of the each indemnified party from all liability on any claims in the action arising out of such litigation, investigation, proceeding or 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. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified partyparty for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7.5(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid 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 (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (a) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (b) will not in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Ninth Issuer, Funding, the Mortgages Trustee and Abbey, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Ninth Issuer, Funding, the Mortgages Trustee and Abbey and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if, in the reasonable judgment of any Underwriter, the Underwriters acting together, or the Ninth Issuer, Funding, the Mortgages Trustee and Abbey, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action other or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if Subparagraph (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such Subparagraph (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, such consent not to be unreasonably withheld or delayed, 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 from and against any loss or liability 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 this Clause 13, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (A) such settlement is entered into more than reasonable expenses for investigation60 days after receipt by such indemnifying party of such request and (B) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 11 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 11, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 11.1 or 11.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 11.1 or 11.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 11 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Issuer, Funding 2, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Issuer, Funding 2, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 11 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Issuer, Funding 2, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses for investigationof such separate counsel (and local counsel) shall be paid by the indemnifying party. No Upon receipt of notice from the indemnifying party willto such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel selected by the indemnifying party, without the prior written consent indemnifying party will not be liable to such indemnified party under this Clause 11 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 11.1 or 11.2 hereof), (ii) the indemnifying party has authorized (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, effect or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any pending proceeding effected without its written consent, but if settled with such consent or threatened action if there be a final judgement for which any indemnified the plaintiff, the indemnifying party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of agrees to indemnify the indemnified party from all and against any loss or liability on by reason of such settlement or judgement. Notwithstanding the foregoing sentence, if at any claims in the action and (ii) does not include a statement or time an admission of fault, culpability or a failure indemnified party shall have requested an indemnifying party to act by or on behalf of reimburse the indemnified party.party for fees and expenses of counsel as contemplated by this Clause 11, the indemnifying party agrees that it shall be liable for any settlement of any -------------------------------------------------------------------------

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise leam of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start of If any action, suit or proceeding (each, a “Proceeding”) is brought against an Agent Indemnified Person or a Sponsor Indemnified Person (the “indemnified party”) in respect of which indemnity may be sought pursuant to this Article 5 against the Sponsor or the Marketing Agent, as applicable (the “indemnifying party”), the indemnified party will, if the claim is to be made against the indemnifying party under subsection (a) or (b) above, shall promptly notify the indemnifying party in writing of the actioninstitution of such Proceeding and the indemnifying party shall be entitled to assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnifying party and if payment of all fees and expenses; provided, however, that the indemnified party does not omission to so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, shall not relieve the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any the indemnified party otherwise than under hereunder except to the extent that subsection. If any such action is brought against any indemnified party and it notifies the indemnifying party has been materially prejudiced by such failure. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the start expense of the action, the indemnifying party will be entitled to participate in the action and, may, jointly with any other indemnifying party, assume the defense of the action, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party unless (i) the employment of its election to assume the defense of the action, such counsel shall have been authorized in writing by the indemnifying party will not be liable to the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such Proceeding, (ii) the action other indemnifying party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or (iii) the indemnified party shall have reasonably concluded based upon the reasonable advice of counsel that there may be defenses available to it which are different from, additional to or in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party). In any of which events described in clauses (i) through (iii) above, such fees and expenses shall be borne by the indemnifying party and paid as incurred (it being understood, however, that the indemnifying party shall not be liable hereunder for the expenses of more than reasonable expenses one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The indemnifying party shall not be liable for investigationany settlement of any Proceeding effected without the indemnifying party’s written consent, but if settled with the indemnifying party’s written consent, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any loss or liability by reason of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for Proceeding in respect of which any indemnified party is or could have been a party if and indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action subject matter of such Proceeding and (ii) does not include a statement or an admission of fault, culpability or a failure to act act, by or on behalf of the such indemnified party.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the rexxxxxxle judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 37 indemnifying party of such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses for investigationof such separate counsel (and local counsel) shall be paid by the indemnifying party. No Upon receipt of notice from the indemnifying party willto such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, without the prior written consent indemnifying party will not be liable to such indemnified party under this Clause 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, effect any settlement of any pending or threatened action for which any indemnified (iii) the indemnifying party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims in the action and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party.has authorised the

Proceedings. Promptly after receipt by an indemnified party under subsection (a). Any Person entitled to indemnity hereunder (an “Indemnified Party”) or (b) above of shall give written notice of to the start Person from whom indemnity is sought (the “Indemnifying Party”) promptly after receiving written notice of any action, the indemnified party willlawsuit, proceeding, investigation or other claim against it (if the claim is to be made against the indemnifying party under subsection (aby a third party) or discovering the loss, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (b) above, notify the indemnifying party of the actionif known and quantifiable), and if the indemnified party does not basis thereof; provided that the failure to so notify the indemnifying Indemnifying Party promptly shall not relieve the Indemnifying Party of its liability hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party within 30 days following receipt of any such notice by that, if adversely determined, would entitle the indemnified partyIndemnified Party to indemnity pursuant to Section 4.1, the indemnifying party will have no further liability under subsection (a) or (b) above to Indemnified Party shall notify promptly the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 Indemnifying Party of the action. Howeversame in writing, specifying in reasonable detail the failure to notify basis of such claim, and the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under that subsection. If any such action is brought against any indemnified party and it notifies the indemnifying party of the start of the action, the indemnifying party will Indemnifying Party shall be entitled to participate in the action and, may, jointly with any other indemnifying party, assume control the defense of the such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, and at the Indemnifying Party’s option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense with a reputable counsel reasonably satisfactory acceptable to the indemnified partyIndemnified Party; provided that, in the event that the Indemnifying Party elects to control such defense, such Indemnifying Party shall be deemed to have agreed to be fully responsible (with no reservation of rights) for all losses relating to such claim. After Within thirty (30) days after receiving written notice from of an indemnification claim, the indemnifying party Indemnifying Party shall give written notice to the indemnified party of its election to assume the defense Indemnified Party stating whether it disputes all or any portion of the actionclaim. If the Indemnifying Party fails to give written notice to the Indemnified Party that it disputes an indemnification claim within thirty (30) days after receipt of notice thereof, the indemnifying party will not Indemnifying Party shall be liable deemed to have accepted and agreed to the indemnified party under subsection (a) or (b) aboveclaim, as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action other than reasonable expenses for investigation. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims in the action shall become immediately due and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified partypayable.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (a) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (b) will not in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Eighth Issuer, Funding, the Mortgages Trustee and ANPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Eighth Issuer, Funding, the Mortgages Trustee and ANPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if, in the reasonable judgment of any Underwriter, the Underwriters acting together, or the Eighth Issuer, Funding, the Mortgages Trustee and ANPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses for investigationof such separate counsel (and local counsel) shall be paid by the indemnifying party. No Upon receipt of notice from the indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any to such indemnified party is or could have been a party if indemnity could have been claimed under this Agreement of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims shall have employed separate counsel in connection with the action assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) does the indemnifying party shall not include be liable for the expenses of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party within a statement or an admission reasonable time after notice of fault, culpability or a failure to act by or on behalf commencement of the indemnified party.action or

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 8.5 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the an indemnifying party under subsection (a) or (b) above, this Section 8.5 notify the indemnifying party in writing of the action, and if commencement thereof; but the indemnified party does not omission so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under that subsectionthe indemnity agreement contained in this Section 8.5 or to the extent it is not prejudiced as a proximate result of such failure. If In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of the start of the actionparty, the indemnifying party will be entitled to participate in the action in, and, mayto the extent that it may wish, jointly with any all other indemnifying partyparties similarly notified, to assume and control the defense of the action, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such action and approval by the actionindemnified party of counsel, the indemnifying party will not be liable to the such indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action other than reasonable expenses for investigation. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims in the action and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party.Section

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this CLAUSE 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis CLAUSE 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under CLAUSE 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in CLAUSE 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this CLAUSE 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Seventh Issuer, Funding, the Mortgages Trustee and ANPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Seventh Issuer, Funding, the Mortgages Trustee and ANPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this CLAUSE 13 if, in the reasonable judgement of any Underwriter, the Underwriters acting together, or the Seventh Issuer, Funding, the Mortgages Trustee and ANPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, 40 the indemnifying party will not be liable to such indemnified party under this CLAUSE 13 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under CLAUSE 13.1 or 13.2 hereof), (ii) the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action other or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if CLAUSE (I) or (III) is applicable, such liability shall be only in respect of the counsel referred to in such CLAUSE (I) or (III). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this CLAUSE 13, 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 reasonable expenses for investigation60 days after receipt by such indemnifying party of such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 13 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) abovethis Clause 13, notify the indemnifying party in writing of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Clause 13.1 or 13.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defences and (ii) will not, in any liability which it may have event relieve the indemnifying party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 13.1 or 13.2 above. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 13 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Underwriter, the Underwriters as a group, or the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, shall have the right to employ separate counsel to represent such Underwriter and its controlling persons, the Underwriters and their respective controlling persons or the Current Issuer, Funding, the Mortgages Trustee and NRPLC and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 13 if in the reasonable judgement of any Underwriter, the Underwriters acting together, or any of the Current Issuer, Funding, the Mortgages Trustee and NRPLC, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel, and in that event the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 13 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the preceding sentence (it being understood, however that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 13.1 or 13.2 hereof), (ii) the indemnifying party has authorised (acting reasonably) the employment of more than one such separate counsel (and local counsel) representing the employed counsel satisfactory to the indemnified party to represent the indemnified party, or (iii) the indemnifying party has authorised the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgement. 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 this Clause 13, 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 such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the such settlement includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action and (ii) does not include a statement or an admission subject matter of fault, culpability or a failure to act by or on behalf of the indemnified partysuch proceeding.

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start commencement of any action, the indemnified party will, if the suit or proceeding as to which a claim in respect thereof is to be made against the indemnifying party Iridium under subsection (a) or (b) aboveSection 7.01, notify the indemnifying party of the action, and if the indemnified party does not so shall notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 Iridium in writing of the action. Howevercommencement thereof, but the failure omission so to notify the indemnifying party will Iridium shall not relieve it Iridium from any liability which it may have to any indemnified party otherwise than under that subsectionsuch section. If In case any such action is shall be brought against any indemnified party and it notifies the indemnifying party shall notify Iridium of the start of the actioncommencement thereof, the indemnifying party will Iridium shall be entitled to participate in the action therein and, mayto the extent that it shall wish, jointly with any other indemnifying party, to assume the defense of the actionthereof, with counsel reasonably satisfactory to such indemnified party (which shall not, except with the consent of the indemnified party. After , be counsel to Iridium), and, after notice from the indemnifying party Iridium to the such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will Iridium shall not be liable to the such indemnified party under such subsection (a) or (b) above, as applicable, for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the such indemnified party party, in connection with the defense of the action thereof other than reasonable expenses for costs of investigation. No indemnifying party willIridium shall not, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any settlement of judgment with respect to, any pending or threatened action for or 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 if indemnity could have been claimed under this Agreement by the indemnified party to such action or claim) unless the settlement such settlement, compromise or judgment (a) includes (i) an unconditional release of the indemnified party from all liability on any claims in the arising out of such action or claim and (iib) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of the any indemnified party.. No indemnified party shall effect the settlement or compromise of, or consent to

Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Clause 14 of written notice of the start commencement of any action, the such indemnified party will, if the a claim in respect thereof is to be made against the indemnifying party Indemnifying Party under subsection this Clause 14, notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party (a) or (b) above, notify the indemnifying party of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from liability under Clause 14.1 or 14.2 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the Indemnifying Party of substantial rights and defences and (b) will not in any liability which it may have event relieve the Indemnifying Party from any obligation to any indemnified party otherwise other than under that subsectionthe indemnification obligation provided in Clause 14.1 or 14.2. If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the start of the actionthereof, the indemnifying party will Indemnifying Party shall be entitled to participate in the action therein, and, mayto the extent that it wishes, jointly with any other indemnifying partysimilarly notified Indemnifying Party, to assume the defense of the action, defence thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party Indemnifying Party to the indemnified party of its election to assume the defense defence of the such claim or action, the indemnifying party will shall not be liable to the indemnified party under subsection (a) or (b) above, as applicable, this Clause 14 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action defence thereof other than reasonable costs of investigation; provided that each Manager, the Managers as a group, or the Master Issuer, Funding, the Mortgages Trustee and Santander UK, as the case may be, shall have the right to employ separate counsel to represent such Manager and its controlling persons, the Managers and their respective controlling persons or the Master Issuer, Funding, the Mortgages Trustee and Santander UK and their respective controlling persons, as the case may be, who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified parties under this Clause 14 if, in the reasonable judgment of any Manager, the Managers acting together, or the Master Issuer, Funding, the Mortgages Trustee and Santander UK, as the case may be, it is advisable for such indemnified parties to be represented by separate counsel or the indemnifying party has not employed legal advisers satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action, and in either such event (subject to the following sentence) the fees and expenses of such separate counsel (and local counsel) shall be paid by the indemnifying party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defence of such action and approval by the indemnified party of counsel selected by the indemnifying party, the indemnifying party will not be liable to such indemnified party under this Clause 14 for investigationany legal or other expenses subsequently incurred by such indemnified party in connection with the defence thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one such separate counsel (and local counsel) representing the indemnified parties under Clause 14.1 or 14.2 hereof) or (ii) the indemnifying party has otherwise authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if Subparagraph (i) or (ii) is applicable, such liability shall be only in respect of the counsel referred to in such Subparagraph (i) or (ii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, such consent not to be unreasonably withheld or delayed, 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 from and against any loss or liability 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 this Clause 14, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (A) such settlement is entered into more than 60 days after receipt by such indemnifying party of such request and (B) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement. No indemnifying party willshall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for proceeding in respect of which any indemnified party is or could have been a party if and in respect of which indemnity could have been claimed under this Agreement sought hereunder by the such indemnified party party, unless the settlement such settlement: (x) includes (i) an unconditional release of the such indemnified party from all liability on any claims in that are the action subject matter of such proceeding, and (iiy) does not include a statement as to or an any admission of fault, culpability or a failure to act act, by or on behalf of the any indemnified party.