PARTY CLAIM WITHOUT THE ISSUER'S PRIOR WRITTEN
CONSENT.
IF THE ISSUER SHALL ASSUME THE DEFENSE OF ANY THIRD PARTY CLAIM, THE
INDEMNIFIED PARTY SHALL BE ENTITLED TO PARTICIPATE IN (BUT NOT CONTROL) SUCH
DEFENSE WITH ITS OWN COUNSEL AT ITS OWN EXPENSE.
IF THE ISSUER DOES NOT ASSUME
THE DEFENSE OF ANY SUCH THIRD PARTY CLAIM, THE INDEMNIFIED PARTY MAY DEFEND THE
SAME IN SUCH MANNER AS IT MAY DEEM APPROPRIATE, INCLUDING SETTLING SUCH CLAIM OR
LITIGATION AFTER GIVING NOTICE TO THE ISSUER OF SUCH TERMS AND, THE ISSUER WILL
PROMPTLY REIMBURSE THE INDEMNIFIED PARTY UPON WRITTEN REQUEST.
ARTICLE IX
THE PURCHASER'S AGENT
SECTION 9.01.
AUTHORIZATION AND ACTION.
EACH OWNER HEREBY ACCEPTS THE
APPOINTMENT OF BARCLAYS BANK PLC, AS PURCHASER'S AGENT HEREUNDER, AND AUTHORIZES
THE PURCHASER'S AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE
SUCH POWERS AS ARE DELEGATED TO THE PURCHASER'S AGENT BY THE TERMS HEREOF,
TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE PURCHASER'S
AGENT RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO TAKE ANY ACTIONS, EXERCISE
ANY RIGHTS OR REMEDIES UNDER THIS SUBCLASS A-2 NOTE PURCHASE AGREEMENT OR THE
REVOLVING ASSET PURCHASE AGREEMENT AND ANY RELATED AGREEMENTS AND DOCUMENTS.
EXCEPT FOR ACTIONS WHICH THE PURCHASER'S AGENT IS EXPRESSLY REQUIRED TO TAKE
PURSUANT TO THIS SUBCLASS A-2 NOTE PURCHASE AGREEMENT, THE PURCHASER'S AGENT
SHALL NOT BE REQUIRED TO TAKE ANY ACTION WHICH EXPOSES THE PURCHASER'S AGENT TO
PERSONAL LIABILITY OR WHICH IS CONTRARY TO APPLICABLE LAW UNLESS THE PURCHASER'S
AGENT SHALL RECEIVE FURTHER ASSURANCES TO ITS SATISFACTION FROM THE OWNERS OF
THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.04 HEREOF AGAINST ANY AND ALL
LIABILITY AND EXPENSE WHICH MAY BE INCURRED IN TAKING OR CONTINUING TO TAKE SUCH
ACTION.
THE PURCHASER'S AGENT AGREES TO GIVE TO EACH OWNER PROMPT NOTICE OF
EACH NOTICE AND DETERMINATION GIVEN TO IT BY THE ISSUER, THE SERVICER AND THE
INDENTURE TRUSTEE, PURSUANT TO THE TERMS OF THIS SUBCLASS A-2 NOTE PURCHASE
AGREEMENT OR THE INDENTURE.
SUBJECT TO SECTION 9.06 HEREOF, THE APPOINTMENT AND
AUTHORITY OF THE PURCHASER'S AGENT HEREUNDER SHALL TERMINATE UPON THE PAYMENT TO
(A) EACH SHEFFIELD OWNER OF ALL AMOUNTS OWING TO SUCH OWNER HEREUNDER AND (B)
THE PURCHASER'S AGENT OF ALL AMOUNTS DUE HEREUNDER.
SECTION 9.02.
PURCHASER'S AGENT'S RELIANCE, ETC.
NEITHER THE PURCHASER'S AGENT
NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM AS PURCHASER'S AGENT UNDER OR
IN CONNECTION WITH THIS SUBCLASS A-2 NOTE PURCHASE AGREEMENT OR ANY RELATED
AGREEMENT OR DOCUMENT, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
WITHOUT LIMITING THE FOREGOING, THE
22
PURCHASER'S AGENT:
(I) MAY CONSULT WITH LEGAL COUNSEL, INDEPENDENT PUBLIC
ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY
ACTION TAKEN OR OMITTED TO BE TAKEN IN GOOD FAITH BY IT IN ACCORDANCE WITH THE
ADVICE OF SUCH COUNSEL, ACCOUNTANTS OR EXPERTS; (II) MAKES NO WARRANTY OR
REPRESENTATION TO ANY SHEFFIELD OWNER