Common use of Advice of Counsel Clause in Contracts

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 Agreement (GM Financial Consumer Automobile Receivables Trust 2020-1), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2020-1), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2019-4)

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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 42 contracts

Samples: Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-4), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-4), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3)

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 2012-4), Custodian Agreement (AmeriCredit Automobile Receivables Trust 2012-4), 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 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 Agreement (GM Financial Consumer Automobile Receivables Trust 2021-3), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2021-3), Sale and Servicing Agreement (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 & Fi Inc Man Ho Co Se Su Pas Th Ce Se 2000a), Pooling and Servicing Agreement (Vanderbilt Mort & Fin Inc Senior Sub Pas THR Cert Ser 2002-C), Pooling and Servicing Agreement (Vanderbilt Mort & Fin Inc MFR HSG Sr Sub Pa Th Ce Sr 1998c)

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 Asset Trust 2006-A), Custodial Agreement (Caterpillar Financial Funding Corp), Custodial Agreement (Caterpillar Financial Funding 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 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 Receivables Corp)

Advice of Counsel. The Custodian and the Co-Trustee further agree that 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 or state State law.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Money Store Home Equity Corp), Sale and Servicing Agreement (Money Store Home Equity Corp), Pooling and Servicing Agreement (Money Store Trust 1996-D)

Advice of Counsel. The Custodian shall be entitled to rely on and may act upon advice of counsel with respect to its performance hereunder as custodian (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice provided however, with respect to the performance of any action or omission of any action upon such advice, provided that the Custodian shall be acting within the standard of care set forth in Section 16. 1. The Custodian shall promptly notify the Fund of the receipt of such action is not in violation of applicable Federal or state lawadvice.

Appears in 4 contracts

Samples: Master Custodian Agreement (WisdomTree Digital Trust), Master Custodian Agreement (WisdomTree Digital Trust), Master Custodian Agreement (WisdomTree Trust)

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 on and act upon advice of counsel with respect to its performance hereunder as custodian (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice; provided, provided that however, with respect to the performance of any action or omission of any action upon such action is not in violation advice, the Custodian shall be required to conform to the standard of applicable Federal or state lawcare set forth herein.

Appears in 3 contracts

Samples: Custodian Contract (Tiaa Cref Institutional Mutual Funds), Custodian Contract (Tiaa Cref Mutual Fund), Custodian Contract (Tiaa Cref Life Fund)

Advice of Counsel. The Custodian shall be entitled to rely on and may act upon advice of counsel with respect to its performance hereunder as custodian (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice provided however, with respect to the performance of any action or omission of any action upon such advice, provided that such action is not the Custodian shall be required to conform to the standard of care set forth in violation of applicable Federal or state lawSection 14.1.

Appears in 3 contracts

Samples: Custodian Agreement (Dfa Investment Trust Co), Custodian Agreement (Dimensional Investment Group Inc), Custodian Agreement (Dfa Investment Dimensions Group Inc)

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)

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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: Pooling and Servicing Agreement (Vanderbilt Mort & Fin Inc Sen Sub Pass THR Cert Ser 2000-D), Pooling and Servicing Agreement (Vanderbilt Mort & Fin Inc Pass Throu Cert Ser 1998b)

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 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 and AFLT 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 1 contract

Samples: Servicing Agreement (Capital Auto Receivables LLC)

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 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 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)

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