Permitted Collateral Transfer Sample Clauses

Permitted Collateral Transfer. (A) Notwithstanding anything to the contrary herein or in the other Finance Documents, none of the Collateral Agent, Paying Agent or Holder, nor any other party, will be able to prevent the Backup Servicer, as Successor Servicer, from liquidating a portion of the Collateral, or exercising any other rights or remedies under Article VIII with respect to such portion of the Collateral, if any Servicing Advance or Servicing Advance Interest is outstanding, and the Backup Servicer, as Successor Servicer, determines in accordance with the Servicing Standard, that such liquidation and the applicable liquidation process or other exercise of any such rights or remedies with respect to such portion would be reasonably required to repay such Servicing Advance or Servicing Advance Interest. Notwithstanding anything to the contrary herein or in the other Finance Documents, no advice, direction or objection from or by Collateral Agent, Paying Agent or any Holder or any other party may: (i) require or cause the Backup Servicer (including in its role as Successor Servicer) to violate applicable law, the terms of the Promissory Certificates or the Finance Documents or any other provision of this Agreement, including the Backup Servicer’s obligation to act in accordance with the Servicing Standard; (ii) expose the Backup Servicer (including in its role as Successor Servicer), or any of its respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or liability; or (iii) materially expand the scope of the Backup Servicer’s (including in its role as Successor Servicer) responsibilities under the Finance Documents. The Company and Obligors hereby grant to the Backup Servicer (in its role as Successor Servicer) all rights, powers and remedies granted to the Collateral Agent, Paying Agent and/or Holders pursuant to this Agreement, including Article VIII, in order to enable Backup Servicer (in its role as Successor Servicer) to carry out its rights pursuant to this Section 17.8, and each of the Collateral Agent, Paying Agent and Holders hereby agrees to the grant of such rights, powers and remedies and to the Backup Servicer’s (in its role as Successor Servicer) ability to exercise them pursuant to this Section 17.8. Each of the parties hereto (subject to any rights and protections it may have under this Agreement or the related Finance Documents) agrees to execute and deliver to the Backup Servicer any documents or p...