Eligible Operating Advisor definition
Eligible Operating Advisor. An entity (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the Operating Advisor in its capacity as the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is not affiliated (including Risk Retention Affiliated) with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, the Retaining Sponsor, any Subsequent Third-Party Purchaser 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 (including Risk Retention Affiliates); (d) that has not been paid by the Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become a special servicer under this Agreement; (e) that (i) has been regularly engaged in the business of analyzing and advising clients in CMBS matters and has at least five (5) years of experience in collateral analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage Loan, any Companion Loan or 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 and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).
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.
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.
Examples of Eligible Operating Advisor in a sentence
The Operating Advisor shall at all times be an Eligible Operating Advisor.
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 the 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.
Eligible Operating Advisor. An institution that is the special servicer or operating advisor on a transaction rated by any of Moody’s, DBRS, Inc. or Morningstar but has not been special servicer or operating advisor on a transaction for which Moody’s, 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, (iii) that is not the Special Servicer or Controlling Class Representative, a Whole Loan Directing Holder or an Affiliate of the Special Servicer, Controlling Class Representative or a Whole Loan Directing Holder 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.
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.
Eligible Operating Advisor. An institution (i) 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, KBRA, Fitch, Moody’s, Morningstar or S&P business, but has not been the special servicer on a transaction for which any of DBRS, KBRA, Fitch, Moody’s, Morningstar, 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, (ii) that can and will make the applicable representations and warranties set forth in Section 7.01(d) of this Agreement, (iii) that is not the Issuer, the Servicer, the Special Servicer, the Trustee, the Note Administrator, the Advancing Agent, the Seller, the Collateral Manager 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 (iv) that has not been paid any fees, compensation or other remuneration by the Special Servicer or a successor Special Servicer (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.
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.
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.