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CRE Finance World, Autumn 2012

The Role of the Operating Advisor in CMBS 2.0 OA Role and Duties While the actual duties of the OA may vary by securitization, particularly as to the timing of the onset of certain duties, there is generally a fair degree of consistency of OA duties, which are summarized in the chart below, among recent CMBS securitizations. Table 1 OA Role and Duties* Period Subordinate Control Period Control Termination Period Consultation Termination Period OA Role • Monitoring and Assessment •Monitoring, Assessment and •Monitoring, Assessment and Consultation Consultation OA Duties •Review CA postings •Perform Subordinate Control •Perform Subordinate Control •Review accuracy of NPV & Period duties Period and Control Termination ARA calculations •Review application of non- Period duties • Respond to investor inquiries discretionary portion of NPV •Recommend replacement •Review final ASRs and ARA calculations of SS if SS violates PSA/ •Review ASRs servicing standard •Consult with SS on ASRs and major decisions •Meet with SS annually •Prepare annual report B-Piece Holder Rights •Consult with SS and approve/ •Consult with SS on ASRs and disapprove ASRs major decisions •Consult with SS and approve/ disapprove major decisions •Terminate/replace SS Acronyms: ASR = Asset Status Report; CA = Certificate Administrator; NPV = Net Present Value; ARA = Appraisal Reduction Amount; SS = Special Servicer *Represents typical OA duties in recent CMBS securitizations. OA duties vary by transaction. CRE Finance World Autumn 2012 48


CRE Finance World, Autumn 2012
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