Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 19 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 15 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc39), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc38), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2018-Gs10)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor (with respect to each Mortgage Loan with a Cut-Off Date Balance in excess of $5 million 10 million) the organizational documents of the Mortgagor provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance of $20 30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 10 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 14 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P6)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Mortgage Loan Documents documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Cut-Off off Date Balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the MortgagorBorrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan Documentsdocuments) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan Documentsdocuments, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan Documentsdocuments, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 14 contracts
Samples: Mortgage Loan Purchase Agreement (DBJPM 2020-C9 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B18 Mortgage Trust), Mortgage Loan Purchase Agreement
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Cut-Off off Date Balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the MortgagorBorrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 12 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2024-V11 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V11 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V11 Mortgage Trust)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is crossCross-collateralized and cross-defaulted with the related Collateralized Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 8 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2018-C6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2018-C6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2018-C5)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor borrower with respect to each Mortgage Loan with a Cut-Off off Date Stated Principal Balance in excess of $5 million provide that the Mortgagor borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagorborrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 7 contracts
Samples: Loan Obligation Purchase Agreement (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc)
Single-Purpose Entity. Each Mortgage Loan Purchased Asset requires the Mortgagor borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan Purchased Asset is outstanding. Both the Loan Purchased Asset Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan Purchased Asset with a Cut-Off principal amount on the Purchase Date Balance in excess of $5 million or more provide that the Mortgagor borrower is a Single-Purpose Entity, and each Mortgage Loan Purchased Asset with a Cut-Off principal amount on the Purchase Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For purposes of this purposeParagraph (32), a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans Purchased Assets and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Purchased Asset Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Purchased Asset Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan)person, and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 6 contracts
Samples: Master Repurchase and Securities Contract Agreement (FS Credit Real Estate Income Trust, Inc.), Master Repurchase and Securities Contract Agreement (ACRES Commercial Realty Corp.), Master Repurchase and Securities Contract Agreement (Claros Mortgage Trust, Inc.)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 6 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2024-V10 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V10 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V7 Mortgage Trust)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor related Borrower to be a Single-Purpose Entity for at least as long as the related Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Cut-Off off Date Principal Balance in excess of $5 million provide that the Mortgagor such Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagorrelated Borrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Principal Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan Documentsdocuments) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan Documentsdocuments, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan Documentsdocuments, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2023-B38 Mortgage Trust), Mortgage Loan Purchase Agreement (FIVE 2023-V1 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2022-B34 Mortgage Trust)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Cut-Off off Date Balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the MortgagorBorrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2023-B38 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2022-B34 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B26 Mortgage Trust)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance of $20 30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Principal Balance in excess of $5 10 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Principal Balance of $20 30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Principal Balance equal to $5 10 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-P1), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-P1), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the related Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-Gc43), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-Gc41), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-Gc41)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Cut-Off off Date Stated Principal Balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the MortgagorBorrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (DBGS 2018-C1 Mortgage Trust), Mortgage Loan Purchase Agreement (DBGS 2018-C1 Mortgage Trust)
Single-Purpose Entity. Each Mortgage Purchased Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Purchased Loan is outstanding. Both the Purchased Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Purchased Loan with a Cut-Off Purchase Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Purchased Loan with a Cut-Off Purchase Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Purchased Loan has a Cut-Off Purchase Date Principal Balance equal to $5 million or less, its organizational documents or the related Purchased Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Purchased Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Purchased Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Purchased Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Purchased Asset Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Balance maximum principal balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance maximum principal balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance maximum principal balance equal to $5 million or less, its organizational documents or the related Loan Purchased Asset Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Purchased Asset Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Purchased Asset Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor related Borrower to be a Single-Purpose Entity for at least as long as the related Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Cut-Off off Date Balance in excess of $5 million provide that the Mortgagor such Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagorrelated Borrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan Documentsdocuments) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan Documentsdocuments, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan Documentsdocuments, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2024-V11 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V8 Mortgage Trust)
Single-Purpose Entity. Each Mortgage Loan Purchased Asset requires the Mortgagor borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan Purchased Asset is outstanding. Both the Loan Purchased Asset Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan Purchased Asset with a Cut-Off principal amount on the Purchase Date Balance in excess of $5 million or more provide that the Mortgagor borrower is a Single-Purpose Entity, and each Mortgage Loan Purchased Asset with a Cut-Off principal amount on the Purchase Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For purposes of this purposeParagraph (32), a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Underlying Mortgaged Properties securing the Mortgage Loans Purchased Assets and prohibit it from engaging in any business unrelated to such Underlying Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Purchased Asset Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Underlying Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Purchased Asset Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan)person, and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Terra Property Trust, Inc.), Master Repurchase Agreement (Terra Secured Income Fund 5, LLC)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Stated Principal Balance as of the Cut-Off off Date Balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Stated Principal Balance as of the Cut-Off off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the MortgagorBorrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Stated Principal Balance as of the Cut-Off off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 2 contracts
Samples: Collateral Interest Purchase Agreement (Granite Point Mortgage Trust Inc.), Collateral Interest Purchase Agreement
Single-Purpose Entity. Each Mortgage Loan Purchased Asset requires the Mortgagor borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan Purchased Asset is outstanding. Both the Loan Purchased Asset Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan Purchased Asset with a Cut-Off principal amount on the Purchase Date Balance in excess of $5 million or more provide that the Mortgagor borrower is a Single-Purpose Entity, and each Mortgage Loan Purchased Asset with a Cut-Off principal amount on the Purchase Date Balance of $20 40 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For purposes of this purposeParagraph (32), a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans Purchased Assets and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Purchased Asset Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Purchased Asset Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan)person, and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 2 contracts
Samples: Tenth Omnibus Amendment to Transaction Documents (BrightSpire Capital, Inc.), Master Repurchase and Securities Contract Agreement (Colony NorthStar Credit Real Estate, Inc.)
Single-Purpose Entity. Each Mortgage Purchased Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Purchased Loan is outstanding. Both the Purchased Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Purchased Loan with a Cut-Off Purchase Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Purchased Loan with a Cut-Off Purchase Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Purchased Loan has a Cut-Off Purchase Date Principal Balance equal to $5 million or less, its organizational documents or the related Purchased Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Purchased Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Purchased Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Purchased Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Purchased Loan that is cross-collateralized and cross-defaulted with the related Mortgage Purchased Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 2 contracts
Samples: Master Repurchase Agreement (LoanCore Realty Trust, Inc.), Master Repurchase Agreement (Resource Capital Corp.)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.for
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Benchmark 2021-B23 Mortgage Trust)
Single-Purpose Entity. Each Mortgage Loan that requires the Mortgagor to be a Single-Purpose Entity, requires such Mortgagor to be a Single-Purpose Entity for at least as long as the such Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Balance principal balance in excess of $5 million million, provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance principal balance of $20 million or more has a counsel’s opinion regarding non-non consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the such Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan)person, and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Single-Purpose Entity. Each Mortgage Purchased Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Purchased Loan is outstanding. Both the Purchased Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Purchased Loan with a Cut-Off Date Balance an outstanding principal balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Purchased Loan with a Cut-Off Date Balance an outstanding principal balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Purchased Loan has a Cut-Off Date Balance an outstanding principal balance equal to $5 million or less, its organizational documents or the related Purchased Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Purchased Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Purchased Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Purchased Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a an Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor Borrower to be a Single-Single- Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Stated Principal Balance as of the Cut-Off off Date Balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Stated Principal Balance as of the Cut-Off off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the MortgagorBorrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Stated Principal Balance as of the Cut-Off off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Samples: Collateral Interest Purchase Agreement (Granite Point Mortgage Trust Inc.)
Single-Purpose Entity. Each The Mortgage Loan requires the Mortgagor Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor Borrower with respect to each a Mortgage Loan with a Cut-Off Closing Date Stated Principal Balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each a Mortgage Loan with a Cut-Off Closing Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the MortgagorBorrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Closing Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans Loan and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (LoanCore Realty Trust, Inc.)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor borrower with respect to each Mortgage Loan with a Cut-Off off Date Stated Principal Balance in excess of $5 million provide that the Mortgagor borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagorborrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property mortgaged property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property mortgaged property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Single-Purpose Entity. Each Mortgage Loan Purchased Asset requires the Mortgagor borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan Purchased Asset is outstanding. Both the Loan Purchased Asset Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan Purchased Asset with a Cut-Off principal amount on the Purchase Date Balance in excess of $5 million or more provide that the Mortgagor borrower is a Single-Purpose Entity, and each Mortgage Loan Purchased Asset with a Cut-Off principal amount on the Purchase Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For purposes of this purposeParagraph (32), a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans Purchased Assets and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Purchased Asset Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Purchased Asset Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan)person, and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract Agreement (LoanCore Realty Trust, Inc.)
Single-Purpose Entity. Each Mortgage Purchased Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Purchased Loan is outstanding. Both the Purchased Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Purchased Loan with a Cut-Off Purchase Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Purchased Loan with a Cut-Off Purchase Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Purchased Loan has a Cut-Off Purchase Date Master Repurchase Agreement Principal Balance equal to $5 million or less, its organizational documents or the related Purchased Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Purchased Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Purchased Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Purchased Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Purchased Asset Documents and the organizational documents of the Mortgagor Borrower with respect to each Mortgage Loan with a Cut-Off Date Balance maximum principal balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance maximum principal balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the MortgagorBorrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Balance maximum principal balance equal to $5 million or less, its organizational documents or the related Loan Purchased Asset Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Purchased Asset Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Purchased Asset Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Samples: Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor borrower with respect to each Mortgage Loan with a Cut-Off Reference Date Stated Principal Balance in excess of $5 million provide that the Mortgagor borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Reference Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagorborrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Reference Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Appears in 1 contract
Samples: Mortgage Asset Purchase Agreement (Arbor Realty Trust Inc)