Common use of Exclusive Administration Clause in Contracts

Exclusive Administration. Subject to the terms of this Agreement and the Servicing Agreement that impose limitations on the exercise of the following-described power and authority (including, without limitation, the rights of the Controlling Noteholder, the Controlling Noteholder Representative, the Consulting Parties and the Decision-Eligible Note A Holders to exercise their respective rights specifically set forth under this Agreement, including those set forth in Section 5, and the obligation of the Lead Master Servicer and Lead Special Servicer to comply with the Servicing Standard), the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Loan Documents or consent to any action or failure to act by the Mortgagor or any other party to the Loan Documents, call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy and no other Noteholder shall have any right whatsoever to administer or exercise of the rights and remedies of the lender under the Mortgage Loan. Subject to this Agreement and the Servicing Agreement (including, without limitation, Section 5 below) and consistent with the Servicing Standard, each Non-Lead Noteholder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) the rights, if any, that such Non-Lead Noteholder has to, (i) call or cause the Lead Securitization Noteholder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgagor, including, without limitation, filing or causing the Lead Securitization Noteholder to file any bankruptcy petition against the Mortgagor. The Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) shall not have any fiduciary duty to any Non-Lead Noteholder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder (or any Servicer therefor) from the obligation to make any disbursement of funds as set forth herein).