HEREIN, OR ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER, AND
NO IMPLIED COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR
LIABILITIES SHALL BE READ INTO THIS AGREEMENT OR OTHERWISE EXIST AGAINST ANY
NOTE AGENT.
DELEGATION OF DUTIES.
EACH NOTE AGENT MAY EXECUTE ANY OF ITS DUTIES UNDER THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY OR THROUGH ITS SUBSIDIARIES,
AFFILIATES, AGENTS OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF
COUNSEL CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
NO NOTE AGENT SHALL
NOT BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENTS OR
ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE CARS ACQUISITION.
THE
ADMINISTRATIVE AGENT HEREBY DIRECTS THE COLLATERAL AGENT TO APPOINT, AND THE
COLLATERAL AGENT HEREBY APPOINTS, THE CUSTODIAN TO ACT AS ITS AGENT TO MAINTAIN
CUSTODY OF THE CONTRACT FILES AND FOR THE OTHER PURPOSES DESCRIBED IN
SECTION 3.03 OF THE SALE AND SERVICING AGREEMENT.
EXCULPATORY PROVISIONS.
NEITHER ANY NOTE AGENT (ACTING IN SUCH CAPACITY) NOR
ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE (A) LIABLE FOR ANY
ACTION LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM OR ANY PERSON
DESCRIBED IN SECTION 15.2 UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
OTHER TRANSACTION DOCUMENTS (EXCEPT FOR ITS, THEIR OR SUCH PERSON'S OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT), OR (B) RESPONSIBLE IN ANY MANNER TO ANY
PERSON FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES OF ANY PERSON
(OTHER THAN ITSELF) CONTAINED IN THE TRANSACTION DOCUMENTS OR IN ANY
CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN,
50
OR RECEIVED UNDER OR IN CONNECTION WITH, THE TRANSACTION DOCUMENTS OR FOR THE
VALUE, VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF
THE TRANSACTION DOCUMENTS OR ANY OTHER DOCUMENT FURNISHED IN CONNECTION
THEREWITH OR HEREWITH, OR FOR ANY FAILURE OF ANY PERSON (OTHER THAN ITSELF OR
ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) TO PERFORM ITS OBLIGATIONS UNDER
ANY TRANSACTION DOCUMENT OR FOR THE SATISFACTION OF ANY CONDITION SPECIFIED IN A
TRANSACTION DOCUMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
NO NOTE AGENT SHALL BE UNDER ANY OBLIGATION TO ANY PERSON TO ASCERTAIN OR TO
INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF ANY OF THE AGREEMENTS OR
COVENANTS CONTAINED IN, OR CONDITIONS OF, THE TRANSACTION DOCUMENTS, OR TO
INSPECT THE PROPERTIES, BOOKS OR RECORDS OF THE BORROWER, THE SELLER, CAR, THE
GUARANTOR, CCRT, THE CUSTODIAN, THE BACKUP SERVICER, ANY CAP PROVIDER OR THE
SERVICER.
RELIANCE BY AGENTS.
EACH NOTE AGENT SHALL IN ALL CASES BE ENTITLED TO RELY, AND
SHALL BE FULLY PROTECTED IN RELYING, UPON ANY NOTE, WRITING, RESOLUTION, NOTICE,
CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, CABLEGRAM, TELEGRAM, TELECOPY, TELEX OR
TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER DOCUMENT OR CONVERSATION BELIEVED BY
IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER
PERSON OR PERSONS AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING,
WITHOUT LIMITATION, COUNSEL TO EACH OF THE LENDERS), INDEPENDENT ACCOUNTANTS AND
OTHER EXPERTS SELECTED BY SUCH NOTE AGENT.
EACH NOTE AGENT SHALL IN