Eligible Operating Advisor definition

Eligible Operating Advisor. An entity (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar but has not been the special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iv) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan Seller, any Directing Holder, any Consulting Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates, (v) that has not been paid any fees, compensation or other remuneration by any entity acting as Special Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, the Uncertificated VRR Interest, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to which it is entitled as Asset Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.
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Eligible Operating Advisor. An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer or any Directing Holder or an Affiliate of the Special Servicer or any Directing Holder and (iv) that has not been paid any fees, compensation or other remuneration by any Special Servicer or successor special servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer.
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Eligible Operating Advisor. An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative, or a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates and (iv) that has not been paid any fees, compensation or other remuneration by any Special Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer.
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Examples of Eligible Operating Advisor in a sentence

  • The Operating Advisor shall at all times be an Eligible Operating Advisor.

  • The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor.

  • If the Trustee is unable to find a replacement Operating Advisor that is an Eligible Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement.

  • If no successor Operating Advisor has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the appointment of a successor Operating Advisor that is an Eligible Operating Advisor.

  • If the Large Facility for which the SRIS includes a deliverability evaluation pursuant to this Section 30.7.3.2 and such evaluation identifies potential System Deliverability Upgrades, the evaluation of such upgrades will be refined in the Class Year Study prior to the Class Year Deliverability Study and subsequently revised, as necessary, in light of Class Year Deliverability Study results that may alleviate the need for or require alternative System Deliverability Upgrades.

  • The Operating Advisor may resign from its obligations and duties under this Agreement upon (a) thirty (30) days’ prior written notice to the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator and (b) the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency.


More Definitions of Eligible Operating Advisor

Eligible Operating Advisor. An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS and that has not been a special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer, the Controlling Class Representative, the Soho-Tribeca Grand Hotel Portfolio Directing Holder, the Westfield Wheaton Directing Holder or an Affiliate of the Special Servicer, the Controlling Class Representative, the Soho-Tribeca Grand Hotel Portfolio Directing Holder or the Westfield Wheaton Directing Holder and (iv) that has not been paid any fees, compensation or other remuneration by the Special Servicer or successor special servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation to replace the Special Servicer or the appointment of a successor special servicer to become the Special Servicer.
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Eligible Operating Advisor. An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch or KBRA but has not been special servicer or operating advisor on a transaction for which Moody’s, Fitch or KBRA has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer, the Controlling Class Representative or an Affiliate of the Special Servicer or the Controlling Class Representative and (iv) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under this Agreement or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer.
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Eligible Operating Advisor. An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, DBRS, Inc. or Morningstar but has not been special servicer or operating advisor on a transaction for which Moody’s, Fitch, DBRS, Inc. or Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement and (iii) that is not the Special Servicer, Controlling Class Representative, the Whole Loan Directing Holder or an Affiliate of the Special Servicer, Controlling Class Representative or the Whole Loan Directing Holder.
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Eligible Operating Advisor. An institution (i) that is a special servicer on at least one commercial mortgage securitization transaction rated by [____], at least one commercial mortgage securitization transaction rated by [______] and at least one commercial mortgage securitization transaction rated by [______], (ii) that has never been a special servicer on a commercial mortgage securitization transaction for which any of [____], [______] or [______] has qualified, downgraded or withdrawn its rating on any class of certificates citing concerns with such institution’s servicing as the sole or material factor in such rating action, (iii) that can and will make the representations and warranties of the operating advisor set forth in Section 2.07(a) of this Agreement and (iv) that is not the Controlling Class Representative or the current or former Special Servicer or one of its affiliates.
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Eligible Operating Advisor. An institution (a) that, within the twelve (12) months prior to any date of determination, has acted as the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by DBRS Morningstar, KBRA, Fitch, Moody’s or S&P, but has not been the special servicer on a transaction for which any of DBRS Morningstar, KBRA, Fitch, Moody’s or S&P has downgraded or withdrawn its rating or ratings of, one or more classes of certificates or notes for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (b) that can and will make the applicable representations and warranties set forth in Section 7.01(d) of this Agreement, (c) that is not the Issuer, the Servicer, the Special Servicer, the Trustee, the Note Administrator, the Advancing Agent, the Seller, the Subordinate Class Representative, the Directing Holder, or, except as provided in Section 7.06(b) with respect to the Trustee and the Note Administrator, an affiliate of any of the foregoing, and (d) that has not been paid any fees, compensation or other remuneration by the Special Servicer or a successor Special Servicer (i) in respect of its obligations under this Agreement or (ii) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer.
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Eligible Operating Advisor. An institution (i) selected from the list of entities that is the special servicer or operating advisor on a transaction rated by [_____] and (b) is the special servicer on a transaction rated by [_____] but has not been special servicer on a transaction for which [_____] has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.07(a) of this Agreement and (iii) is not the Controlling Class Representative, the Whole Loan Directing Holder or an Affiliate of the Controlling Class Representative or the Whole Loan Directing Holder.
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Related to Eligible Operating Advisor

  • Operating Advisor means the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.

  • Non-Lead Operating Advisor means the “trust advisor”, “operating advisor” or other analogous term under any Non-Lead Securitization Servicing Agreement.

  • Operating Advisor Consulting Fee A fee for each Major Decision on which the Operating Advisor has consultation rights equal to $10,000 or such lesser amount as the related Mortgagor pays with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided, that the Operating Advisor Consulting Fee shall be payable only to the extent such fee is actually received from the related Mortgagor as a separately identifiable fee; provided, further that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; and provided, further that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor on a non-binding basis prior to any such waiver or reduction).

  • Operating Advisor Fee With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.

  • portfolio adviser means a person or company that provides investment advice or portfolio management services under a contract with the investment fund or with the manager of the investment fund;

  • Operating Advisor Termination Event As defined in Section 7.06(a) of this Agreement.

  • Operating Advisor Annual Report As defined in Section 3.29(d)(ii) of this Agreement.

  • Operating Advisor Standard As defined in Section 3.29(b) of this Agreement.

  • Special Servicer Servicing Personnel The divisions and individuals of the Special Servicer who are involved in the performance of the duties of the Special Servicer under this Agreement.

  • Master Servicer Servicing Personnel The divisions and individuals of the Master Servicer who are involved in the performance of the duties of the Master Servicer under this Agreement.

  • Zoning Administrator means the administrator of these rules who is appointed by the natural resources commission.

  • Supervisory Servicer means Xxx Xxxxxx Investment Advisory Corp. and its successors in interest, or any successor portfolio supervisor appointed as hereinafter provided.

  • Outside Servicer With respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing Agreement.

  • FTPS Unit Servicing Agent means FTP Services LLC or any successor FTPS Unit servicing agent appointed as hereinafter provided."

  • Property Manager means an entity that has been retained to perform and carry out at one or more of the Properties property-management services, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property, the costs for which are passed through to and ultimately paid by the tenant at such Property.

  • Fund/SERV Eligible Unit Servicing Agent means FTP Services LLC or any successor Fund/SERV Eligible Unit servicing agent appointed as hereinafter provided."

  • Advisor or “ADVISORS” means the Person or Persons, if any, appointed, employed or contracted with by the Company pursuant to Section 8.1 hereof and responsible for directing or performing the day-to-day business affairs of the Company, including any Person to whom the Advisor subcontracts all or substantially all of such functions.

  • Master Servicing Compensation The meaning specified in Section 3.14.

  • Sub-Advisor shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

  • Special Servicer means the applicable special servicer with respect to the Mortgage Loan appointed as provided in the Lead Securitization Servicing Agreement.

  • Eligible Asset Representations Reviewer means a Person who (i) is not, and is not Affiliated with, the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (ii) was not engaged or Affiliated with a Person that was engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

  • Approved Servicer shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”

  • Special Servicing Compensation With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to the Special Servicer.

  • Permitted Special Servicer/Affiliate Fees Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.

  • RFR Administrator means the XXXXX Administrator or the SARON Administrator, as applicable.