OF A THIRD PARTY CLAIM, THE INDEMNIFIED PARTY WILL (I)
COOPERATE IN ALL REASONABLE RESPECTS WITH THE ISSUER IN CONNECTION WITH SUCH
DEFENSE AND (II) NOT ADMIT ANY LIABILITY WITH RESPECT TO, OR SETTLE, COMPROMISE
OR DISCHARGE, SUCH THIRD 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.
21
ARTICLE IX
THE PURCHASERS' AGENT
SECTION 9.01.
AUTHORIZATION AND ACTION.
EACH OWNER HEREBY ACCEPTS THE
APPOINTMENT OF BARCLAYS BANK PLC, AS PURCHASERS' AGENT HEREUNDER, AND AUTHORIZES
THE PURCHASERS' AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE
SUCH POWERS AS ARE DELEGATED TO THE PURCHASERS' AGENT BY THE TERMS HEREOF,
TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE PURCHASERS'
AGENT RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO TAKE ANY ACTIONS, EXERCISE
ANY RIGHTS OR REMEDIES UNDER THIS CLASS B NOTE PURCHASE AGREEMENT AND ANY
RELATED AGREEMENTS AND DOCUMENTS.
EXCEPT FOR ACTIONS WHICH THE PURCHASERS'
AGENT IS EXPRESSLY REQUIRED TO TAKE PURSUANT TO THIS CLASS B NOTE PURCHASE
AGREEMENT, THE PURCHASERS' AGENT SHALL NOT BE REQUIRED TO TAKE ANY ACTION WHICH
EXPOSES THE PURCHASERS' AGENT TO PERSONAL LIABILITY OR WHICH IS CONTRARY TO
APPLICABLE LAW UNLESS THE PURCHASERS' 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 PURCHASERS' 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 CLASS B NOTE PURCHASE AGREEMENT OR THE INDENTURE.
SUBJECT TO
SECTION 9.06 HEREOF, THE APPOINTMENT AND AUTHORITY OF THE PURCHASERS' AGENT
HEREUNDER SHALL TERMINATE UPON THE PAYMENT TO (A) EACH SHEFFIELD OWNER OF ALL
AMOUNTS OWING TO SUCH OWNER HEREUNDER AND (B) THE PURCHASERS' AGENT OF ALL
AMOUNTS DUE HEREUNDER.
SECTION 9.02.
PURCHASERS' AGENT'S RELIANCE, ETC.
NEITHER THE PURCHASERS' 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 PURCHASERS' AGENT UNDER OR
IN CONNECTION WITH THIS CLASS B 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 PURCHASERS' AGENT:
(I) MAY
CONSULT WITH LEGAL COUNSEL, INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY