Purpose Entity definition

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

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Purpose Entity. As defined in Section 2.10 hereof.Special Purpose Provisions: As defined in Section 2.10 hereof.Sponsor Affiliate: Any Person which is controlled by TRG and is at least fifty percent (50%) owned, directly or indirectly, by TRG. The term “control” as used in this definition shall mean the primary responsibility to make or veto all material decisions with respect to the operation, management, financing and disposition of the specified interest.Springing Member: As defined in the limited liability company operating agreement of Borrower.State: The State of Colorado.Subordination of Management Agreement: That certain Subordination of Management Agreement, dated as of the Execution Date, among Lender, Borrower and Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

Purpose Entity affiliated with thea Borrower shall be qualified to serve as an Independent Manager of thea Borrower; provided that the fees that such individual earns from serving as Independent Manager of affiliates of thea Borrower in any given year constitute in the aggregate less than five percent (5.00%) of such individual’s annual income for that year; provided that thea Borrower shall have ten (10) Business Days to replace any Independent Manager upon the death, resignation or incapacitation of the current Independent Manager; (xxvii) fail to provide that the unanimous consent of (A) all members and (B) the Independent Manager is required for thesuch Borrower to (1) institute proceedings to be adjudicated bankrupt or insolvent, (2) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (3) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (4) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for thesuch Borrower, (5) make any assignment for the benefit of thesuch Borrower’s creditors, (6) admit in writing its inability to pay its debts generally as they become due, or (7) take any action in furtherance of any of the foregoing; or (xxviii) fail to file its own tax returns separate from those of any other Person, except to the extent that thesuch Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable lawApplicable Law, and pay any taxes required to be paid under applicable lawApplicable Law. (u)

Examples of Purpose Entity in a sentence

The Mortgagor on each Mortgage Loan with a Cut-Off Date Principal Balance in excess of $10 million, was, as of the origination of the Mortgage Loan, a Single Purpose Entity.
The SPE Equity Owner, if applicable, will at all times since its formation and thereafter comply in its own right (subject to the modifications set forth below), and will cause Borrower to comply, with each of the requirements of a Single Purpose Entity.
The Company shall operate as a Single Purpose Entity (as hereinafter defined).
The Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $10,000,000 or more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity.
The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $5,000,000 or more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity.
If Borrower consists of more than one Person, each such Person shall be a Special Purpose Entity.
The Borrower on each Mortgage Loan with a Cut-off Date Principal Balance of $25,000,000 or more, was, as of the origination of the Mortgage Loan, a Single Purpose Entity.
In the case of an Investor Member that is a Special Purpose Entity, the restrictions set forth in section 8.1 shall apply to indirect transfers of interests in the Company by transfers of interests in such entity (whether by transfer of an existing interest or the issuance of new interests), as well as to direct transfers.
The Seller shall be in compliance with the Special Purpose Entity requirements set forth in Section 4.1(u).
Borrower is and has at all times since its formation been a Single Purpose Entity.

More Definitions of Purpose Entity

Purpose Entity. As defined in Section 2.10 hereof. Spill Act: As defined in Section 15.03(A) hereof. Splitter Agreement: As defined in the introductory Recitals hereto. Sponsor Affiliate: Any Person which is controlled by TRG and is at least fifty percent (50%) owned, directly or indirectly, by TRG. The term “control” as used in this definition shall mean the primary responsibility to make or veto all material decisions with respect to the operation, management, financing and disposition of the specified interest. Springing Member: As defined in the limited liability company operating agreement of Managing Member. State: The State of New Jersey. Subordination of Management Agreement: That certain Amended and Restated Subordination of Management Agreement, dated as of the Execution Date, among Mortgagee, Mortgagor and Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

Purpose Entity. As defined in Section 2.10 hereof.Special Purpose Provisions: As defined in Section 2.10 hereof.Spill Act: As defined in Section 15.03(A) hereof.Sponsor Affiliate: Any Person which is controlled by TRG and is at least fifty percent (50%) owned, directly or indirectly, by TRG. The term “control” as used in this definition shall mean the primary responsibility to make or veto all material decisions with respect to the operation, management, financing and disposition of the specified interest.Springing Member: As defined in the limited liability company operating agreement of Managing Member.State: The State of New Jersey.Subordination of Management Agreement: That certain Subordination of Management Agreement, dated as of the Execution Date, among Mortgagee, Mortgagor and Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.