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.
ARTICLE IX
THE PURCHASER'S AGENT
SECTION 9.01.
AUTHORIZATION AND ACTION.
EACH SHEFFIELD 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
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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 CLASS A NOTE PURCHASE AGREEMENT AND ANY RELATED AGREEMENTS
AND DOCUMENTS.
EXCEPT FOR ACTIONS WHICH THE PURCHASER'S AGENT IS EXPRESSLY
REQUIRED TO TAKE PURSUANT TO THIS CLASS A NOTE PURCHASE AGREEMENT OR THE
REVOLVING ASSET 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 SHEFFIELD 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 SHEFFIELD 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 A 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 CLASS A 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 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