LIMITING THE GENERALITY OF THIS SECTION 7.4, THE
COLLATERAL AGENT SHALL HAVE NO DUTY (I) TO SEE TO ANY RECORDING, FILING OR
DEPOSITING OF THIS AGREEMENT OR ANY AGREEMENT REFERRED TO HEREIN OR ANY
FINANCING STATEMENT OR CONTINUATION STATEMENT EVIDENCING A SECURITY INTEREST IN
THE RECEIVABLES OR THE FINANCED VEHICLES, OR TO SEE TO THE MAINTENANCE OF ANY
SUCH RECORDING OR FILING OR DEPOSITING OR TO ANY RECORDING, REFILING OR
REDEPOSITING OF ANY THEREOF, (II) TO SEE TO ANY INSURANCE OF THE FINANCED
VEHICLES OR OBLIGORS OR TO EFFECT OR MAINTAIN ANY SUCH INSURANCE, (III) TO SEE
TO THE PAYMENT OR DISCHARGE OF ANY TAX, ASSESSMENT OR OTHER GOVERNMENTAL CHARGE
OR ANY LIEN OR ENCUMBRANCE OF ANY KIND OWING WITH RESPECT TO, ASSESSED OR LEVIED
AGAINST, ANY PART OF THE RECEIVABLES, (IV) TO CONFIRM OR VERIFY THE CONTENTS OF
ANY REPORTS OR CERTIFICATES OF THE SERVICER OR THE DEBTOR DELIVERED TO THE
COLLATERAL AGENT PURSUANT TO THIS AGREEMENT BELIEVED BY THE COLLATERAL AGENT TO
BE GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED BY THE PROPER PARTY OR PARTIES
OR (V) TO INSPECT THE FINANCED VEHICLES AT ANY TIME OR ASCERTAIN OR INQUIRE AS
TO THE PERFORMANCE OR OBSERVANCE OF ANY OF THE DEBTOR'S OR THE SERVICER'S
REPRESENTATIONS, WARRANTIES OR COVENANTS OR THE SERVICER'S DUTIES AND
OBLIGATIONS AS SERVICER AND AS CUSTODIAN OF BOOKS, RECORDS, FILES AND COMPUTER
RECORDS RELATING TO THE RECEIVABLES UNDER THE SERVICING AGREEMENT.
(F)
THE COLLATERAL AGENT SHALL NOT BE REQUIRED TO EXPEND OR RISK ITS
OWN FUNDS OR OTHERWISE INCUR FINANCIAL LIABILITY IN THE PERFORMANCE OF ANY OF
ITS DUTIES HEREUNDER, OR IN THE EXERCISE OF ANY OF ITS RIGHTS OR POWERS, IF
THERE SHALL BE REASONABLE GROUND FOR BELIEVING THAT THE REPAYMENT OF SUCH FUNDS
OR ADEQUATE INDEMNITY AGAINST SUCH RISK OR LIABILITY SHALL NOT BE REASONABLY
ASSURED TO IT, AND NONE OF THE PROVISIONS CONTAINED IN THIS AGREEMENT SHALL IN
ANY EVENT REQUIRE THE COLLATERAL AGENT TO PERFORM, OR BE RESPONSIBLE FOR THE
MANNER OF PERFORMANCE OF, ANY OF THE OBLIGATIONS OF THE SERVICER UNDER THIS
AGREEMENT.
(G)
THE COLLATERAL AGENT MAY RELY AND SHALL BE PROTECTED IN ACTING OR
REFRAINING FROM ACTING UPON ANY RESOLUTION, OFFICER'S CERTIFICATE, ANY MONTHLY
DEBTOR'S CERTIFICATE, CERTIFICATE OF AUDITORS, OR ANY OTHER CERTIFICATE,
STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, CONSENT,
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order, appraisal, bond or other paper or document reasonably believed by it to
be genuine and to have been signed or presented by the proper party or parties.
(H)
THE COLLATERAL AGENT MAY CONSULT WITH COUNSEL AND ANY OPINION OF
SUCH COUNSEL SHALL BE FULL AND COMPLETE AUTHORIZATION AND PROTECTION IN RESPECT
OF ANY ACTION TAKEN OR SUFFERED OR OMITTED BY IT UNDER THIS AGREEMENT IN GOOD
FAITH AND IN ACCORDANCE WITH SUCH OPINION OF COUNSEL.
(I)
THE COLLATERAL AGENT SHALL BE UNDER NO OBLIGATION TO EXERCISE ANY
OF THE RIGHTS OR POWERS VESTED IN IT BY THIS AGREEMENT OR TO INSTITUTE, CONDUCT
OR DEFEND ANY LITIGATION UNDER THIS AGREEMENT OR IN RELATION TO THIS