Common use of Limitation on Liability of Servicer and Others Clause in Contracts

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officers, employees and agents officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders, or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer Servicer, and its directors, officers, employees and agents agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust, the Noteholders Issuer or the Certificateholders any other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of negligence, recklessness or willful misfeasance or bad faith misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of Person, respecting any matters arising under this Servicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the Certificateholders Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance misfeasance, gross negligence, or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directorsmanagers, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders, or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany manager, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Certificateholders, the Noteholders or the Certificateholders any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the Certificateholders Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance wilful misfeasance, gross negligence, or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither Notwithstanding anything to the contrary herein, none of the Servicer nor or any of the directors, officers, directors or officers or employees or agents of the Servicer Servicer, as the case may be, shall be under any liability to the TrustAffected Parties, the Noteholders or the Certificateholders except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director or officer or employee or agent of the Servicer, officersas the case may be, employees and agents may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of person respecting any matters arising under this Agreement. Without limiting any other provision of this Agreement, the Servicer shall be obligated to appear in, prosecute and defend only legal actions that are incidental to its duties to service the Transferred Receivables in accordance with this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust, the Noteholders Note Issuer or the Certificateholders any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of willful misfeasance misconduct or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment)Agreement. The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Note Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust, the Noteholders Note Issuer or the Certificateholders any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of willful misfeasance misconduct or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of gross negligence in the performance of duties under this Agreement (except for errors in judgment)Agreement. The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Note Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust, the Noteholders Issuer or the Certificateholders any other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance or bad faith misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of Person, respecting any matters arising under this Servicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust, the Noteholders Issuer or the Certificateholders any other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance or bad faith misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement or the Intercreditor Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of Person, respecting any matters arising under this Servicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Issuer or the Certificateholders Noteholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement the Basic Documents or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or gross negligence (negligence, in the case of the initial Servicer) in the performance of duties or by reason of reckless (negligent, in the case of the initial Servicer) disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment)Basic Documents. The Servicer and its directorsany director, officers, employees and agents officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust, the Noteholders Issuer or the Certificateholders any other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance or bad faith misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement or any Intercreditor Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of Person, respecting any matters arising under this Servicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust, the Noteholders Issuer or the Certificateholders any other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance or bad faith misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of Person, respecting any matters arising under this Servicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIssuer or any Noteholder, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to except as specifically provided in this Agreement and the other Basic Documents to which it is a party or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence (except errors in judgment) in the performance of the Servicer’s duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment)Further Transfer and Servicing Agreements. The Servicer and its directorsany director, officers, employees and agents officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders or the Certificateholders Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement, . Servicer or by reason any subservicer and any of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its their respective directors, officers, employees and or agents may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its shareholders, directors, officers, employees or agents of the Servicer shall be under any liability to the TrustSeller, the Noteholders Issuer, the Depositor, the Indenture Trustee, the Owner Trustee or the Certificateholders Noteholders for any action taken or for refraining from the taking of any action pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision Section 7.04 shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance a breach of warranties or bad faith representation made in this Agreement or the performance failure to perform its obligations in compliance with any standard of duties care set forth in this Agreement or by reason of reckless disregard of obligations and duties any other liability which would otherwise be imposed under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may conclusively rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders[ or the [Swap Counterparty][Cap Provider]], or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.. 50 (Nissan 20[ ]-[ ] Sale and Servicing Agreement)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel (Nissan 2012-A Sale and Servicing Agreement) or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust, the Noteholders Issuer or the Certificateholders any other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance or bad faith misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement or any Intercreditor Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of Person, respecting any matters arising under this Servicing Agreement.

Limitation on Liability of Servicer and Others. (aA) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the Certificateholders Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance misfeasance, gross negligence, or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer -------- ------- or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer Servicer, and its directors, officers, employees and agents agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted ----- ----- by any Person in respect of any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (aG) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the Certificateholders Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance misfeasance, gross negligence, or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders[ or the [Swap Counterparty][Cap Provider]], or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the Certificateholders Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance misfeasance, gross negligence, or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders[ or the [Swap Counterparty][Cap Provider]], except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.. 66

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders[ or the [Swap Counterparty][Cap Provider]], except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders or the Certificateholders Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement, . Servicer or by reason any subservicer and any of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its their respective directors, officers, employees and or agents may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders [or the Swap Counterparty], except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders or the Certificateholders Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement with respect to any Lease (including any Non-Performing Lease) or for errors in judgmentthe Equipment subject thereto; provided, however, that this provision shall not protect the Servicer or any such Person against any breach of warranties, representations or covenants made by Servicer herein or in any certificate delivered in conjunction with the sale of the Notes or for any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment)Agreement. The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreementhereunder.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the Certificateholders Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance misfeasance, gross negligence, or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor the Back-up Servicer nor any of the directors, officers, their respective directors or officers or employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Indenture Trustee, the Certificateholder or the Certificateholders Noteholders, except as specifically provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or misconduct, bad faith or negligence (or, with respect to CenterOne, gross negligence) in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees the Back-up Servicer and agents any respective director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIndenture Trustee, the Noteholders Owner Trustee, the Back-up Servicer, the Issuer, [the Note Insurer,] the Transferor or the Certificateholders Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance misfeasance, bad faith, or bad faith negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directors, officers, employees and agents any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Swap Counterparty, the Certificateholders or the Certificateholders Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directorsmanagers, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders[ or the [Swap Counterparty][Cap Provider]], or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany manager, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer -------- ------- or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer Servicer, and its directors, officers, employees and agents agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by ----- ----- any Person in respect of any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustIssuer, the Noteholders Noteholders, the Certificateholders or the Certificateholders Final Payment Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officers, employees and agents officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the TrustWFEFI, the Noteholders or the Certificateholders except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or the Note Purchase Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of the Servicer’s duties or by reason of reckless disregard of obligations and duties under this Agreement or the Note Purchase Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officers, employees and agents officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in (Nissan 2005-A Sale and Servicing Agreement) 58 judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany director, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directorsmanagers, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders Certificateholders or the Certificateholders Noteholders[ or the [Swap Counterparty][Cap Provider]], or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and its directorsany manager, officersofficer, employees and agents employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement.. 55 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)