Common use of Single-Purpose Entity Clause in Contracts

Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 or more was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during the term of the Mortgage Loan it may only own and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material 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 documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 12 contracts

Samples: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C1)

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Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 10,000,000 or more was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during the term of the Mortgage Loan it may only own and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material 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 documents, that it has its own books and records and accounts separate and apart from any other personperson (other than a Mortgagor with respect to a Mortgage Loan that is part of the same Crossed Loan Group as the subject Mortgage Loan), that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, person that it will not commingle assets with affiliatesaffiliates (other than co-obligors under the Mortgage Loan documents), and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 6 contracts

Samples: Mortgage Loan Purchase Agreement (MLMT 2008-C1), Mortgage Loan Purchase Agreement (MLMT 2008-C1), Mortgage Loan Purchase Agreement (MLMT 2008-C1)

Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material 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 documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 6 contracts

Samples: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Bpc1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Mkb2), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Bpc1)

Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 10,000,000 or more was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during the term of the Mortgage Loan it may only own and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material 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 documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliatesaffiliates (other than co-obligors under the Mortgage Loan documents), and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 6 contracts

Samples: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-8), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-8), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-7)

Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material 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 documents, that it has its own books and records and accounts separate and apart from any other personperson (other than a Mortgagor with respect to a Mortgage Loan that is cross-collateralized and cross-defaulted with the subject Mortgage Loan) and, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 5 contracts

Samples: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9)

Single-Purpose Entity. The Mortgagor Borrower on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 15,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 4 contracts

Samples: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mort Pass Through Cert Ser 2002-2), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc)

Single-Purpose Entity. The Mortgagor Borrower on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 10,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 4 contracts

Samples: Mortgage Loan Purchase and Sale Agreement (Prudential Securities Sec Fin Corp Com Mort Tr 2003 Pwr1), Mortgage Loan Purchase and Sale Agreement (Prudential Securities Sec Fin Corp Com Mort Tr 2003 Pwr1), Mortgage Loan Purchase and Sale Agreement (Prudential Securities Sec Fin Corp Com Mort Tr 2003 Pwr1)

Single-Purpose Entity. The Mortgagor Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $5,000,000 10,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged 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 any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.. PMCF/BSCMI/NLIC/PCF/PCFII

Appears in 4 contracts

Samples: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr15), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr15), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr15)

Single-Purpose Entity. The Mortgagor Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $5,000,000 15,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material 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 documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3), Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)

Single-Purpose Entity. The Mortgagor Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $5,000,000 10,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged 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 any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.with

Appears in 2 contracts

Samples: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr14), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documentsDocuments, substantially to the effect that it does not have any material 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 any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Key2), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Key2)

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Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Off Date Balance principal balance of $5,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documentsDocuments, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged 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 any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm'sarm’s-length basis.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (CFCRE Commercial Mortgage Trust 2011-C2), Mortgage Loan Purchase Agreement (CFCRE Commercial Mortgage Trust 2011-C2)

Single-Purpose Entity. The Mortgagor Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $5,000,000 10,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged 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 any other person, that it holds itself out as a legal entity (separate and apart from Ex. C-14 any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm'sarm’s-length basis.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement

Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during the term of the Mortgage Loan it may only own and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material 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 documents, that it has its own books and records and accounts separate and apart from any other personperson (other than a Mortgagor with respect to 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), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2007-C1)

Single-Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Principal Balance of $5,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documentsDocuments, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged 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 any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm'sarm’s-length basis.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (CCRE Commercial Mortgage Securities, L.P.)

Single-Purpose Entity. The Mortgagor Except as otherwise described on Schedule C-35, the Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $5,000,000 15,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material 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 documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)

Single-Purpose Entity. The Mortgagor Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $5,000,000 10,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness WFB 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 any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis.

Appears in 1 contract

Samples: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr15)

Single-Purpose Entity. The Mortgagor Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $5,000,000 10,000,000 or more more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during it was formed or organized solely for the term purpose of the Mortgage Loan it may only own owning and operate 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 Mortgaged Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan mortgage loan documents, substantially to the effect that it does not have any material [material]l assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan mortgage loan documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates, and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm'sarm’s-length basis.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc)

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