Common use of Single-Purpose Entity Clause in Contracts

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative properties, each Mortgage Loan with an original principal balance over $5,000,000.00 requires the related Borrower to be, at least for so long as the Mortgage Loan is outstanding, and to the Seller's knowledge, the related Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative propertiesBorrower hereby represents, each Mortgage Loan with an original principal balance over $5,000,000.00 requires warrants and covenants to Lender that Borrower is a single-purpose entity whose sole asset is the related Borrower to be, at least for so long as the Mortgage Loan is outstandingProperty, and whose sole business and purpose is to acquire, refurbish, operate, lease, maintain, market, finance, sell and otherwise use the Property, and uses incidental thereto. Borrower covenants and agrees that, until payment in full of the Obligations, Borrower will not, directly or indirectly, take any actions in violation of the formation documents or that would otherwise adversely affect the Borrower’s existence as a single purpose entity. Specifically, except only to the Seller's knowledgeextent required or permitted by the Documents, Borrower has not and shall not do, cause, or permit any of the related Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not following: (a) engage in any business unrelated or activity other than to such Mortgaged own, operate, finance, develop, manage, lease, maintain, market and sell the Property and activities incidental thereto; (b) acquire or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (i) does not and will not have own any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereofProperty; (iic) does not and will not have except as otherwise permitted in Article V of this Instrument, merge into or consolidate with any indebtedness other than as permitted by the related Mortgage Person or other related Mortgage Loan Documents; (iii) maintains dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its own booksassets or change its legal structure, records and accounts, without in each case which are Lender’s consent; (e) make any investment in any Person without the consent of Lender; (f) commingle its assets with the assets of any affiliate of Borrower or any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than in the ordinary course of operating the Property, except as provided herein; (h) fail to maintain its records, books of account and bank accounts separate and apart from those of the books, records and accounts affiliates of Borrower or any other personPerson; and (ivi) holds hold itself out to be responsible for the debts of another Person, except as being provided in the Documents; (j) make any loans or advances to any third party, including any affiliate of Borrower, except for distributions; (k) fail to file its own tax returns or file on a consolidated basis; (l) fail either to hold itself out to the public as a legal entity, entity separate and apart distinct from any other person. In addition, with respect Person or to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct its business solely in its own name; name in order not guarantee (i) to mislead others as to the identity with which such other party is transacting business, or assume (ii) to suggest that Borrower is responsible for the debts or obligations of any other personthird party (including any affiliate of Borrower); not commingle its assets (m) file or funds with those consent to the filing of any other person; prepare separate tax returns and financial statementspetition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or if part make an assignment for the benefit of a consolidated group, be shown as a separate member of such groupcreditors; transact business (n) share any common logo with affiliates on an arm's length basis; or hold itself out as being or be considered as a legal entity, separate and apart from department or division of (i) any affiliate of Borrower or (ii) any other personPerson or entity; (bo) such fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the states where the Property is located, if applicable, or without the prior written consent of Lender, amend, modify or fail to comply with (in any material respect), or terminate the provisions of the formation documents or similar organizational documents further provide substantially documents, as the case may be; (p) fail to pay its debts and liabilities from, and to the effect that: any dissolution extent of, its assets as the same shall become due and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors or members, as applicablepayable; (cq) such documents may not be amended transact any business with respect affiliates, except on an arm’s-length basis and pursuant to the Single-Purpose Entity requirements written agreements that are terminable at will without the approval payment of the mortgagee or Rating Agenciesa fee (except as otherwise approved by Lender); and (dr) fail to maintain adequate capital to the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each Mortgage Loan having extent available from revenues for the normal obligations reasonably foreseeable in a Cut-off Date Principal Balance business of $20,000,000 or more, its size and character and in connection with light of its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrowercontemplated business operations.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative properties, each Each Mortgage Loan with an original principal balance over $5,000,000.00 5,000,000 requires the related Borrower to be, be for at least for so long as the Mortgage Loan is outstanding, and to the Seller's knowledge, the related actual knowledge each Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documentsdocuments, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, addition with respect to each all Mortgage Loan Loans with a Cut-off Date Principal Balance an original principal balance of $20,000,000 15,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basisbasis pursuant to written agreements; hold itself out as being a legal entity, separate and apart from any other person; (b) person and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the unanimous consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to There was obtained for each such Mortgage Loan having a Cut-off Date Principal Balance an original principal balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's actual knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied in all material respects with the requirements of the related Mortgage Note Loan and Mortgage and the Borrower's organizational documents regarding Single-Purpose Purpose-Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance an original principal balance of $20,000,000 15,000,000 or more that which is a single member limited liability company, company provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, existence and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, there was obtained an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.

Single-Purpose Entity. Except for Mortgage Loans secured In no event shall any Borrower, whether directly or indirectly, acquire any property or asset other than the Property nor commence any income generating activity not contemplated to be conducted by residential cooperative propertiessuch Borrower as set forth in this Agreement until all Secured Obligations have been indefeasibly paid in full. Without limiting the preceding provisions of this Section 5.1.14, each Mortgage Loan with an original principal balance over $5,000,000.00 requires Borrower shall at all times until the related Borrower to beSecured Obligations have been indefeasibly paid in full, at least for so long as the Mortgage Loan is outstanding, and to the Seller's knowledge, the related Borrower is, be a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a personPerson, other than an individual, which that (a) is formed or organized solely for the purpose of owning and operating holding, directly, an ownership interest in the related Mortgaged Property applicable Property, or Properties; which any portion thereof, (b) does not engage in any business unrelated to such Mortgaged other than the ownership, management and operation of the applicable Property or Properties and the financing any portion thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (c) does not have any (i) does not and will not have any material assets other than those related to its interest in such Mortgaged the applicable Property or Properties any portion thereof or the financing thereof; (ii) Indebtedness (except for the Loan and the Permitted Debt), (d) does not and will not have guarantee or otherwise become liable on or in connection with any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts obligation of any other person; Person, (e) does not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person or any Affiliate of any such stockholder, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than an Affiliate, (ivf) holds does not incur, create or assume any Indebtedness (except for the Loan and Permitted Debt), (g) does not make any loans or advances to any other Person (including, without limitation, any Affiliate), (h) does not become insolvent or fail to pay its debts from its assets as the same shall become due, provided, however, that nothing in this clause (h) shall require any owner or principal of any Borrower or any other Person to make any capital contribution or other contribution of cash or assets to such Borrower (i) does not fail to conduct and operate its business in all material respects as previously conducted and operated, (j) does not fail to pay its debts from its assets as the same shall become due, (k) does not fail to maintain its books and records and bank accounts separately from those of its Affiliates (other than the other Borrowers), including, without limitation, its general partners or members, as may be applicable, (l) does not fail at all times to hold itself out to the public as being a legal entity, entity separate and apart from any other person. In additionPerson (including, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner)), (m) does not fail to file its own tax returns to the extent that it is legally required to do so; (n) does not fail to maintain adequate capital for its normal obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (o) does not fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate (other than the other Borrowers) or any other Person, (p) does not hold itself out to be responsible for the Indebtedness (other than the with respect to each Mortgage Borrower’s obligations under the Loan with a Cut-off Date Principal Balance Documents) of $20,000,000 or moreany other Person, (aq) is subject to and complies with all of the related Borrower's limitations on powers set forth in the organizational documents provide substantially documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof, (r) other than with respect to the effect that Deposit Account or the Borrower shall: conduct business Excess Cash Subaccount as set forth in the Cash Collateral Agreement, holds all of its assets in its own name and does not commingle its assets with the assets of any other Person (other than the other Borrowers), (s) utilizes its own letterhead, invoices and checks, (t) holds title to its interest in the applicable Property in its own name; , (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate, (v) does not guarantee or assume pledge its assets for the debts or obligations benefit of any other person; not commingle its assets or funds with those of any Person other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) such organizational documents further provide substantially than pursuant to the effect that: any dissolution and winding up or insolvency filing Loan Documents as security for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partnersLoan, directors or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agencies; and (dw) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with corrects any known misunderstandings regarding its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrowerseparate identity.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative propertiesas otherwise described on Schedule --------------------- B-33 hereto, each Mortgage Loan with an original principal balance over $5,000,000.00 requires the related Borrower Mortgagor to be, at least for so long as the Mortgage Loan is outstanding, and to the Mortgage Loan Seller's actual knowledge, the related Borrower Mortgagor is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documentsdocuments, substantially to the effect that such Borrower Mortgagor (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documentsdocuments; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) except as set forth on Schedule B-33, the related BorrowerMortgagor's organizational documents provide substantially to the effect that the Borrower Mortgagor shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) , and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower Mortgagor shall have an outside independent director or member. The Mortgage Loan Seller has obtained, and the Servicing File contains, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity statusMortgagor. The organization documents of any Borrower Mortgagor on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower Mortgagor shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Mortgage Loan Seller has obtained, obtained in connection with its origination or acquisition of the subject Mortgage Loan, and the Servicing File contains, an opinion of such BorrowerMortgagor's counsel confirming that the law of the jurisdiction in which such single member limited liability company was organized permits such continued existence upon such bankruptcy, dissolution, liquidation or death of the sole member of the Mortgagor and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower Mortgagor but not the assets of the BorrowerMortgagor.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative propertiesas otherwise described on Schedule B-33 --------------------- hereto, each Mortgage Loan with an original principal balance over $5,000,000.00 requires the related Borrower Mortgagor to be, at least for so long as the Mortgage Loan is outstanding, and to the Mortgage Loan Seller's actual knowledge, the related Borrower Mortgagor is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documentsdocuments, substantially to the effect that such Borrower Mortgagor (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documentsdocuments; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) except as set forth on Schedule B-33, the related BorrowerMortgagor's organizational documents provide substantially to the effect that the Borrower Mortgagor shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) , and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower Mortgagor shall have an outside independent director or member. The Mortgage Loan Seller has obtained, and the Servicing File contains, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity statusMortgagor. The organization documents of any Borrower Mortgagor on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower Mortgagor shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Mortgage Loan Seller has obtained, obtained in connection with its origination or acquisition of the subject Mortgage Loan, and the Servicing File contains, an opinion of such BorrowerMortgagor's counsel confirming that the law of the jurisdiction in which such single member limited liability company was organized permits such continued existence upon such bankruptcy, dissolution, liquidation or death of the sole member of the Mortgagor and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower Mortgagor but not the assets of the BorrowerMortgagor.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative properties, each Mortgage Each Schedule A-1 Loan with an original principal balance over $5,000,000.00 5,000,000 requires the related Borrower to be, be at least for so long as the Mortgage Schedule A-1 Loan is outstanding, and to the Seller's knowledge, the related actual knowledge each Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Schedule A-1 Loan Documentsdocuments, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, addition with respect to each Mortgage Loan all Schedule A-1 Loans with a Cut-off Date Principal Balance of $20,000,000 or more, (a) except as set forth on Schedule C-34, the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) person and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to Mortgage File for each Mortgage such Schedule A-1 Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, more contains a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's actual knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note Schedule A-1 Loan and Mortgage and the Borrower's organizational documents regarding Single-Purpose Purpose-Entity status. The organization documents of any Borrower on a Mortgage Schedule A-1 Loan having a Cut-off Date Principal Balance of $20,000,000 or more that which is a single member limited liability company, company provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, existence and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, Loan File contains an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative propertiesBorrower represents, each Mortgage Loan with an original principal balance over $5,000,000.00 requires the related warrants and covenants to and in favor of Bank as follows: (1) Borrower to bedoes not own and will not own any real, at least for so long as the Mortgage Loan is outstanding, personal or mixed real and to the Seller's knowledge, the related Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, personal property other than an individual, which is formed or organized solely the Collateral and incidental personal property necessary for the purpose ownership or operation of owning and operating the related Mortgaged Property or PropertiesCollateral; which does (2) Borrower will not engage in any business unrelated other than the ownership, management and operation of the Collateral and Borrower will conduct and operate its business as presently conducted and operated or as presently contemplated, as shown in Bank’s records; (3) Borrower will not enter into any contract or agreement with any other Obligor or any Affiliate of Borrower or any other Obligor, except upon terms and conditions that are intrinsically fair and substantially similar to such Mortgaged Property those that would be available on an arms-length basis with non-affiliated third parties; (4) Borrower will not do or Properties undertake to be done, and Borrower will not permit any other Obligor or any Affiliate of Borrower or any other Obligor to do or undertake to be done, anything that would adversely affect Borrower’s existence as a single-purpose entity; (5) Borrower will maintain books and records, as well as bank accounts, separate from those of the financing thereofother Obligors and all Affiliates of Borrower or the other Obligors, and Borrower will file its own tax returns; (6) Borrower will be, and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially at all times will hold itself out to the effect that such public as, an Organization separate and distinct from any other Organization; (7) Borrower (i) does not is and will not have any material assets other than those related to remain solvent and Borrower will pay its interest in such Mortgaged Property or Properties or Indebtedness from its assets, as the financing thereofsame become due; (ii8) Borrower will maintain adequate capital for the normal Indebtedness and other obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (9) does not and Borrower will not have commingle the funds and other assets of Borrower with those of any indebtedness other than as permitted by the related Mortgage Obligor, any Affiliate of Borrower or any other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of Obligor or any other person; and (iv10) holds Borrower does not and will not hold itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) be responsible for the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations Indebtedness of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests as otherwise provided in the Borrower but not the assets of the BorrowerLoan Documents or otherwise approved in advance and in writing by Bank.

Single-Purpose Entity. Except for The Mortgage Loans secured by residential cooperative propertiesLoan, each Mortgage Loan with if it has an original principal balance over $5,000,000.00 5,000,000, requires the related Borrower to be, be for at least for so long as the Mortgage Loan is outstanding, and to the Seller's knowledge, the related actual knowledge each Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documentsdocuments, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each If the Mortgage Loan with a Cut-off Date Principal Balance has an original principal balance of $20,000,000 15,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basisbasis pursuant to written agreements; hold itself out as being a legal entity, separate and apart from any other person; (b) person and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the unanimous consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each If the Mortgage Loan having a Cut-off Date Principal Balance has an original principal balance of at least $20,000,000 or more20,000,000, in connection with its origination or acquisition thereof, there was obtained a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's actual knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied in all material respects with the requirements of the related Mortgage Note Loan and Mortgage and the Borrower's organizational documents regarding Single-Purpose Purpose-Entity status. The organization organizational documents of any Borrower on a the Borrower, if the Mortgage Loan having a Cut-off Date Principal Balance has an original principal balance of $20,000,000 15,000,000 or more that and if the Borrower is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions a jurisdiction that provide provides for such continued existence, existence and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, there was obtained an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.

Single-Purpose Entity. Except for Mortgage Loans secured In no event shall any Borrower, whether directly or indirectly, acquire any property or asset other than the Property nor commence any income generating activity not contemplated to be conducted by residential cooperative propertiessuch Borrower as set forth in this Agreement until all Secured Obligations have been indefeasibly paid in full. Without limiting the preceding provisions of this Section 5.1.14, each Mortgage Loan with an original principal balance over $5,000,000.00 requires Borrower shall at all times until the related Borrower to beSecured Obligations have been indefeasibly paid in full, at least for so long as the Mortgage Loan is outstanding, and to the Seller's knowledge, the related Borrower is, be a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a personPerson, other than an individual, which that (a) is formed or organized solely for the purpose of owning and operating holding, directly, an ownership interest in the related Mortgaged Property applicable Property, or Properties; which any portion thereof, (b) does not engage in any business unrelated to such Mortgaged other than the ownership, management and operation of the applicable Property or Properties and the financing any portion thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (c) does not have any (i) does not and will not have any material assets other than those related to its interest in such Mortgaged the applicable Property or Properties any portion thereof or the financing thereof; (ii) Indebtedness (except for the Loan and the Permitted Debt), (d) does not and will not have guarantee or otherwise become liable on or in connection with any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts obligation of any other person; Person (other than in respect of the Affiliate Guaranty (Portfolio Borrowers)), (e) does not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person or any Affiliate of any such stockholder, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than an Affiliate, (ivf) holds does not incur, create or assume any Indebtedness (except for the Loan and Permitted Debt and in respect of the Affiliate Guaranty (Portfolio Borrowers)), (g) does not make any loans or advances to any other Person (including, without limitation, any Affiliate), (h) does not become insolvent or fail to pay its debts from its assets as the same shall become due, (i) does not fail to conduct and operate its business in all material respects as previously conducted and operated, (j) does not fail to pay its debts from its assets as the same shall become due, (k) does not fail to maintain its books and records and bank accounts separately from those of its Affiliates (other than the other Borrowers or the Cross-Collateralized Borrowers), including, without limitation, its general partners or members, as may be applicable, (l) does not fail at all times to hold itself out to the public as being a legal entity, entity separate and apart from any other person. In additionPerson (including, without limitation, any Affiliate (including, without limitation, any stockholder, partner, member, trustee, beneficiary, or other owner of such Borrower or any Affiliate of any such stockholder, partner, member, trustee, beneficiary, or other owner)), (m) does not fail to file its own tax returns to the extent that it is legally required to do so; (n) does not fail to maintain adequate capital for its normal obligations, reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (o) does not fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate 56 (other than the other Borrowers or the Cross-Collateralized Borrowers) or any other Person, (p) does not hold itself out to be responsible for the Indebtedness (other than the with respect to each Mortgage Loan with a Cut-off Date Principal Balance Borrower’s obligations under this Agreement and in respect of $20,000,000 or morethe Affiliate Guaranty (Portfolio Borrowers)) of any other Person, (aq) is subject to and complies with all of the related Borrower's limitations on powers set forth in the organizational documents provide substantially documentation (and if a partnership, that of each general partner, and if a limited liability company, that of the managing member (or if there is no managing member, the members)) as in effect on the date hereof, (r) holds all of its assets in its own name and does not commingle its assets with the assets of any other Person (other than the other Borrowers or the Cross-Collateralized Borrowers), (s) utilizes its own letterhead, invoices and checks, (t) holds title to its interest in the effect that the Borrower shall: conduct business applicable Property in its own name; , (u) allocates fairly and reasonably any overhead expenses that are shared with any Affiliate including, without limitation, paying for office space and services performed by any employee of any Affiliate, (v) does not guarantee or assume pledge its assets for the debts or obligations benefit of any other person; not commingle its assets or funds with those of any Person other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) such organizational documents further provide substantially than pursuant to the effect that: any dissolution and winding up or insolvency filing Loan Documents as security for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partnersLoan, directors or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agencies; and (dw) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with corrects any known misunderstandings regarding its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrowerseparate identity.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative propertiesas otherwise described on Schedule C-34 hereto, each Mortgage Loan with an original principal balance over $5,000,000.00 requires the related Borrower to be, at least for so long as the Mortgage Loan is outstanding, and to the SellerAdditional Party's actual knowledge, the related Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a personPerson, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) , and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower shall have an outside independent director or member. The Seller Additional Party has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the SellerAdditional Party's actual knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Purpose-Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller Additional Party has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative properties, each Each Mortgage Loan with an original principal balance over $5,000,000.00 10,000,000 requires the related Borrower to be, be at least for so long as the Mortgage Loan is outstanding, and to the Seller's knowledge, the related actual knowledge each Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documentsdocuments, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, addition with respect to each all Mortgage Loan Loans with a Cut-off Date Principal Balance of $20,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) person and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to Mortgage File for each such Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, more contains a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's actual knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note Loan and Mortgage and the Borrower's organizational documents regarding Single-Purpose Purpose-Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that which is a single member limited liability company, company provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, existence and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, Loan File contains an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.

Single-Purpose Entity. Except for Mortgage Loans secured by residential cooperative properties, each Each Mortgage Loan with an original principal balance over $5,000,000.00 requires the related Borrower to be, at least for so long as the Mortgage Loan is outstanding, and to the Seller's actual knowledge, the related Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) , and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's actual knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Purpose-Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.

Single-Purpose Entity. Except Borrower and Parent shall at all times be a Single Purpose Entity. As used herein, “Single Purpose Entity” shall mean a corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, or any other form of entity, which exists solely for Mortgage Loans secured by residential cooperative propertiesthe purpose of, each Mortgage Loan with respect to Borrower, owning a fee simple interest in the Property, operating a parking facility thereon and activities incidental thereto, conducts business only in its own name (except for services rendered under a management agreement with an original principal balance over $5,000,000.00 requires the related Borrower to be, at least for affiliate so long as the Mortgage Loan is outstandingmanager, and to the Seller's knowledgeor equivalent thereof, the related Borrower isunder such management agreement holds itself out as an agent of such Person), a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business or have any assets unrelated to, with respect to such Mortgaged Property or Borrower, the Properties or, with respect to Parent, the ownership and the financing thereof; and whose organizational documents providemanagement of Borrower, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness Debt other than as permitted by the related Mortgage Loan Documents (and without limitation does not assume or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from guarantee or become obligated for the books, records and accounts debts of any other person; Person or hold out its credit to be available to satisfy the obligations of any other Person), has its own separate books, records, and accounts (with no commingling of assets), (except that such Person’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an affiliate of such Person in accordance with GAAP, but (i) its separate assets shall be clearly indicated as such on such statement and such statements will indicate that Borrower’s assets and credit are available to satisfy the debts and other obligations of any other Person, and (ivii) such assets shall also be listed on Borrower’s own separate balance sheet), holds itself out as being a legal entity, separate and apart from any other personPerson, and observes corporate, limited liability and partnership formalities independent of any other entity, and which otherwise constitutes a single purpose, bankruptcy remote entity required hereunder. In additionno event may Borrower or Parent amend its certificate of formation, certificate of incorporation, limited liability company agreement or bylaws, as applicable, without Agent’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. Borrower represents and warrants to Agent that Borrower has delivered to Agent, with respect to Borrower and Parent, true, correct and complete copies of each Mortgage Loan with a Cut-off Date Principal Balance Borrower’s certificate of $20,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns formation and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company agreement. Without limitation, Borrower is organized in jurisdictions that provide for such continued existencehas not and shall not, and the Seller agrees that Parent has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence not and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.shall not:

Single-Purpose Entity. Except for Mortgage Loans secured by in cases where the related Mortgaged Property is a residential cooperative propertiesproperty and, further, except as otherwise described on Schedule C-34 hereto, each Mortgage Loan with an original principal balance over $5,000,000.00 requires the related Borrower to be, at least for so long as the Mortgage Loan is outstanding, and to the Seller's actual knowledge, the related Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) except in cases where the related Mortgaged Property is a residential cooperative property and, further, except as set forth on Schedule C-34, the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: conduct business in its own name; not guarantee or assume the debts or obligations of any other person; not commingle its assets or funds with those of any other person; prepare separate tax returns and financial statements, or if part of a consolidated group, be shown as a separate member of such group; transact business with affiliates on an arm's length basis; hold itself out as being a legal entity, separate and apart from any other person; (b) , and such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors partners or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agenciesrating agencies; and (d) the Borrower shall have an outside independent director or member. The Except in cases where the related Mortgaged Property is a residential cooperative property, the Seller has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's actual knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Purpose-Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower.