Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal or state law.
Appears in 78 contracts
Samples: Sale and Servicing (AmeriCredit Automobile Receivables Trust 2019-1), Sale and Servicing (AFS SenSub Corp.), Sale and Servicing (AFS SenSub Corp.)
Advice of Counsel. The Custodian and the Trust Collateral Agent further agree that the Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal or state law.
Appears in 40 contracts
Samples: Custodian Agreement (Americredit Automobile Receivables Trust 2011-4), Custodian Agreement (Americredit Automobile Receivables Trust 2012-1), Custodian Agreement (AmeriCredit Automobile Receivables Trust 2012-3)
Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian Custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state State law.
Appears in 36 contracts
Samples: Sale and Servicing (GM Financial Consumer Automobile Receivables Trust 2024-2), Sale and Servicing (GM Financial Consumer Automobile Receivables Trust 2024-2), Sale and Servicing (GM Financial Consumer Automobile Receivables Trust 2023-2)
Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state State law.
Appears in 23 contracts
Samples: Sale and Servicing (AmeriCredit Automobile Receivables Trust 2020-2), Sale and Servicing (AmeriCredit Automobile Receivables Trust 2021-2), Sale and Servicing (AmeriCredit Automobile Receivables Trust 2021-2)
Advice of Counsel. The Custodian shall be entitled to rely and act upon written advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal or state lawState law and Vanderbilt shall reimburse the Custodian for the reasonable attorneys' fees of the Custodian.
Appears in 12 contracts
Samples: Pooling and Servicing Agreement (Vanderbilt Mort & Fin Inc MFR HSG Sr Sub Pa Th Ce Sr 1998c), Pooling and Servicing Agreement (Vanderbilt Mortgage & Finance Inc), Pooling and Servicing Agreement (Vanderbilt Mortgage & Fi in Ma Ho Co Sr Su Pa Th C Se 2001a)
Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian Custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal application federal or state law. This paragraph shall not negate Custodian's obligations under Section 5.7.
Appears in 11 contracts
Samples: Custodial Agreement (Caterpillar Financial Funding Corp), Custodial Agreement (Caterpillar Financial Asset Trust 2006-A), Custodial Agreement (Caterpillar Financial Funding Corp)
Advice of Counsel. The Custodian and ACOLT further agree that the Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian under this Article IV and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state State law.
Appears in 8 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2013-Sn1), Servicing Agreement (Ally Auto Assets LLC), Servicing Agreement (Ally Auto Assets LLC)
Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian Custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable application Federal or state State law. This paragraph shall not negate Custodian's obligations under Section 5.7.
Appears in 8 contracts
Samples: Custodial Agreement (Eqcc Asset Backed Corp), Custodial Agreement (Eqcc Asset Backed Corp), Custodial Agreement (Eqcc Asset Backed Corp)
Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken in good faith pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state law.
Appears in 3 contracts
Samples: Servicing and Custodian Agreement (Americredit Corp), Servicing and Custodian Agreement (Americredit Corp), Servicing and Custodian Agreement (E Loan Inc)
Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel selected by it with due care with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken in good faith pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state law.
Appears in 3 contracts
Samples: Servicing and Custodian Agreement (Americredit Corp), Servicing and Custodian Agreement (Americredit Corp), Servicing and Custodian Agreement (Americredit Corp)
Advice of Counsel. The Custodian shall be entitled to rely and act ----------------- upon written advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal or state lawState law and Vanderbilt shall reimburse the Custodian for the reasonable attorneys' fees of the Custodian.
Appears in 2 contracts
Samples: Custodial Agreement (Vanderbilt Mort & Fin Inc Pass Throu Cert Ser 1998b), Pooling and Servicing Agreement (Vanderbilt Mort & Fin Inc Sen Sub Pass THR Cert Ser 2000-D)
Advice of Counsel. The Custodian and ACOLT further agree that the Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian under this Article IV and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state law.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2012-Sn1), Servicing Agreement (Ally Central Originating Lease Trust)
Advice of Counsel. The Custodian and the Master Servicer further agree that the Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state law.
Appears in 1 contract
Samples: Servicing Agreement (Banc of America Securities Auto Trust 2006-G1)
Advice of Counsel. The Custodian shall be entitled to rely receive and act upon advice of counsel with respect to its performance hereunder as custodian and on all matters. The Custodian shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advicethe advice of (i) counsel for the Fund, provided that such action is not in violation of applicable Federal or state law.or
Appears in 1 contract
Samples: Custodian Agreement (North Carolina Capital Management Trust)
Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian Custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal application federal or state law. This paragraph shall not negate Custodian’s obligations under Section 5.7.
Appears in 1 contract
Samples: Custodial Agreement (Caterpillar Financial Asset Trust 2005-A)
Advice of Counsel. The Custodian shall be entitled to rely ----------------- and act upon advice of counsel selected by it with due care with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken in good faith pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state law.
Appears in 1 contract
Samples: Servicing and Custodian Agreement (Americredit Corp)
Advice of Counsel. The Custodian shall be entitled to ----------------- rely and act upon advice of counsel selected by it with due care with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken in good faith pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state law.
Appears in 1 contract
Samples: Servicing and Custodian Agreement (Americredit Corp)
Advice of Counsel. The Custodian shall be entitled to ----------------- rely and act upon advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken in good faith pursuant to such advice, provided that such action is not in violation of applicable Federal federal or state law.
Appears in 1 contract
Samples: Servicing and Custodian Agreement (Americredit Corp)
