Common use of Single-Purpose Entity Clause in Contracts

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.

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.

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.

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.

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.

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.

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 Mortgage Loan Documents 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 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 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.

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 Mortgage Loan Documents 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 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 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.

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.

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.

Single-Purpose Entity. Each Mortgagor with respect to a Mortgage Loan requires with a principal balance as of the Mortgagor to be a SingleCut-Purpose Entity off Date in excess of $15,000,000 is an entity whose organizational documents or related Mortgage Loan documents provide that it is, and for at least as so long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect outstanding will continue to each Mortgage Loan with be, a Cut-Off Date Balance in excess of $5 million provide that the Mortgagor is a Single-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-Single Purpose Entity” shall mean an entitya Person, other than an individual, whose organizational documents (or if the related 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 (i) shall engage solely for in the purpose business of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans Property(ies) and prohibit it from engaging which does not engage in any business unrelated to such Mortgaged Property or Propertiesproperty(ies) and the financing thereof, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it (ii) does not have any material assets other than those related to its interest in and operation of such the Mortgaged Property Property(ies) or Properties, the financing thereof 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)documents, and that it holds (iii) hold itself out as a separate legal entity, separate and apart from any other person or entity, (iv) have its own separate books and records and its own accounts in each case which are separate and apart from the books and records and accounts of any other Person, and (v) with respect to those Mortgage Loans with principal balances as of the Cut-off Date in excess of $20,000,000, that each related Mortgagor (or if it is a limited partnership or a multi-member limited liability company, the special purpose general partner or special purpose managing member, as applicable, of the related Mortgagor) is required to have at least one (1) independent director. The Mortgage Loan documents provide that the Mortgagors referenced in this paragraph shall not, without the prior written consent of Lender, amend, modify or otherwise change the related Mortgagor’s and, if applicable their general partners’, organizational documents if such amendment, modification or change relates to the special purpose bankruptcy remote nature of the related mortgagors or their general partners, as applicable.

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.

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.

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 Asset 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 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 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 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 Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

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.

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 Mortgage Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off off Date Balance Loan Amount 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 Loan Amount of $20 million or more has a counsel’s '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 Loan Amount equal to $5 million or less, its organizational documents or the related Mortgage 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 Mortgage 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 Mortgage 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.

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.

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.

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.

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.

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.

Single-Purpose Entity. Each Mortgage Loan Purchased Asset requires the Mortgagor Mezzanine 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 Mezzanine Borrower 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 Mezzanine 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 MortgagorMezzanine Borrower. 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 the Capital Stock of the Mortgaged Properties underlying Mortgagor securing the Mortgage Loans Purchased Assets and prohibit it from engaging in any business unrelated to owning such Mortgaged Property or PropertiesCapital Stock, 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 Propertiesthe underlying Mortgagor, or any indebtedness other than as permitted by the related Mortgage(s) Mezzanine Pledge Agreement 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.

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 that, together with any related Mezzanine Loan that is a Cut-Off Date Balance Purchased Asset, has an aggregate maximum principal balance in excess of $5 million provide that the Mortgagor Borrower is a Single-Purpose Entity, and each Mortgage Loan that, together with any related Mezzanine Loan that is a Cut-Off Date Balance Purchased Asset, has an aggregate 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, and, if applicable, any related Mezzanine Loan that is Purchased Asset, in the aggregate, 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.

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 Asset 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 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 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 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 Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

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.

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.

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.

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 Asset 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 million) the organizational documents of the Borrower provide that the Mortgagor 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 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 Principal Balance equal to $5 million or less, its organizational documents or the related Loan 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 Exhibit B-12 USActive 53033552.9 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 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 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.

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

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 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.

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.

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.

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.

Single-Purpose Entity. Each Mortgage Except as otherwise disclosed in the Diligence Materials, such Senior Loan requires the Mortgagor mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage such Senior Loan is outstanding. Both the Purchased Loan Documents and the organizational documents of the Mortgagor mortgagor with respect to each Mortgage Senior Loan with a Cut-Off principal balance as of the Purchase Date Balance in excess of $5 million provide that the Mortgagor mortgagor is a Single-Purpose Entity, and each Mortgage Senior Loan with a Cut-Off Purchase Date Principal Balance of $20 50 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 Senior Loan has a Cut-Off principal balance as of the Purchase Date 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 Loans Senior Loan and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged 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 Mortgaged 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 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.

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.

Single-Purpose Entity. Each Mortgage Loan Purchased Asset requires the Mortgagor Mezzanine Borrower to be a Single-Purpose 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 Mezzanine Borrower 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 Mezzanine Borrower is a Single-Purpose 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 non‑consolidation of the MortgagorMezzanine Borrower. For purposes of this purposeParagraph (25), a “Single-Purpose 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 the Capital Stock of the Mortgaged Properties underlying Mortgagor securing the Mortgage Loans Purchased Assets and prohibit it from engaging in any business unrelated to owning such Mortgaged Property or PropertiesCapital Stock, 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 Propertiesthe underlying Mortgagor, or any indebtedness other than as permitted by the related Mortgage(s) Mezzanine Pledge Agreement 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.

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.

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 Mortgage Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-Off off Date Balance Loan Amount 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 Loan Amount 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 Loan Amount equal to $5 million or less, its organizational documents or the related Mortgage 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 Mortgage 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 Mortgage 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.

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.. (32) Intentionally left blank. (33)

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 Principal Balance as of the Purchase Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Purchased Loan with a Cut-Off Principal Balance as of the Purchase 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 Purchased Loan has a Cut-Off Principal Balance as of the Purchase Date 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.

Single-Purpose Entity. Each Mortgage Loan Purchased Asset requires the Mortgagor Mezzanine 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 Mezzanine Borrower 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 Mezzanine 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 MortgagorMezzanine Borrower. For purposes of this purposeParagraph (25), 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 the Capital Stock of the Mortgaged Properties underlying Mortgagor securing the Mortgage Loans Purchased Assets and prohibit it from engaging in any business unrelated to owning such Mortgaged Property or PropertiesCapital Stock, 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 Propertiesthe underlying Mortgagor, or any indebtedness other than as permitted by the related Mortgage(s) Mezzanine Pledge Agreement 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.

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.

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.

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 Mortgage Loan Documents 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 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 Mortgaged 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 Mortgaged 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.

Single-Purpose Entity. Each Mortgage Loan Purchased Asset requires the Mortgagor 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 Date Balance maximum principal balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan Purchased Asset with a Cut-Off Date Balance maximum principal balance of $20 50 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For purposes of this purposeparagraph (33), a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan Purchased Asset has a Cut-Off Date Balance maximum principal balance equal to $5 million or lessless as of the related Purchase Date, 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 Purchased Asset and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged 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 significant 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 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 Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entityentity and, with respect to each Purchased Asset with a maximum principal balance of $50 million or more, that it (or its general partner) has at least one independent director.

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.

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.