Common use of Transaction-Specific Due Diligence Materials Clause in Contracts

Transaction-Specific Due Diligence Materials. With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan, (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iii) a cash flow pro-forma, plus historical information, if available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (v) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if any; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (x) a description of Seller’s relationship with the Mortgagor, if any; (xi) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, Each of the following: (a) a summary memorandum outlining the proposed transactionTransaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction Eligible Asset that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan, (ib) the Asset Information and, if available, maps and photosphotos of the underlying real estate directly or indirectly securing or supporting such Eligible Asset; (iic) a current rent roll and roll over schedule, if applicable; (iiid) a cash flow pro-forma, plus historical information, if available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (ve) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Eligible Asset and any other collateral securing such Eligible Asset, the related collateral securing such Eligible Asset, if any; (f) indicative debt service coverage ratios; (g) indicative loan-to-value ratios; (h) a term sheet outlining the transaction generally; (i) a description of the Mortgagor and sponsor, including experience with other projects (real estate owned), their ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if any; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xj) a description of Seller’s relationship with the Mortgagorrelationship, if any;, to the Mortgagor and sponsor; and (xik) copies of documents evidencing such New Eligible Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerPurchaser, Seller shall deliver such items to Buyer Purchaser promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, Each of the following: (a) a summary memorandum outlining the proposed transactionTransaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction Eligible Asset that a reasonable loan buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan, (ib) the Seller Asset Information Schedule and, if available, maps and photosphotos of the underlying real estate directly or indirectly securing or supporting such Eligible Asset; (iic) a current rent roll and roll over schedule, if applicable; (iiid) a cash flow pro-forma, plus historical information, if available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (ve) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Eligible Asset and any other collateral securing such Eligible Asset, the related collateral securing such Eligible Asset, if any; (f) indicative debt service coverage ratios; (g) indicative loan-to-value ratios; (h) a term sheet outlining the transaction generally; (i) a description of the Mortgagor and sponsor, including experience with other projects (real estate owned), their ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if any; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xj) a description of Seller’s relationship with the Mortgagorrelationship, if any;, to the Mortgagor and sponsor; and (xik) copies of documents evidencing such New Eligible Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerPurchaser, Seller shall deliver such items to Buyer Purchaser promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer lender would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan,Asset: (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iiiii) a cash flow pro-pro forma, plus historical informationoperating statements, if available; (iii) flood certification (or the equivalent in the applicable jurisdiction); (iv) if available, maps and photos; (v) copies of appraisalvaluation, environmental, engineering engineering, insurance and any other third-third party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (vvi) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if anysponsor; (vivii) indicative debt service coverage ratios; (viiviii) indicative loan-to-value ratios; (viiiix) indicative debt yield ratios; (x) a term sheet outlining the transaction generally; (ixxi) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xxii) a description of Seller’s relationship with the Mortgagor, if any; (xixiii) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiiixiv) any exceptions to the representations and warranties set forth in Exhibit VI V to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan,Asset: (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iiiii) a cash flow pro-pro forma, plus historical informationoperating statements, if available; (iii) flood certification (or the equivalent in the applicable jurisdiction); (iv) if available, maps and photos; (v) copies of appraisalvaluation, environmental, engineering and any other third-third party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (vvi) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if anysponsor; (vivii) indicative debt service coverage ratios; (viiviii) indicative loan-to-value ratios; (viiiix) a term sheet outlining the transaction generally; (ixx) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xxi) a description of Seller’s relationship with the Mortgagor, if any; (xixii) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI V to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan, (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iii) a cash flow pro-forma, plus historical information, if available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (v) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if any; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (x) a description of Seller’s relationship with the Mortgagor, if any; (xi) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible AssetsParticipation Interests and Mezzanine Loans, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan,Asset: (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iiiii) a cash flow pro-pro forma, plus historical informationoperating statements, if available; (iii) flood certification (or the equivalent in the applicable jurisdiction); (iv) if available, maps and photos; (v) copies of appraisalvaluation, environmental, engineering and any other third-third party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerAdministrative Agent, on behalf of Buyers, Seller shall deliver such items to Buyer Administrative Agent promptly upon Seller’s receipt of such items; (vvi) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if anysponsor; (vivii) indicative debt service coverage ratios; (viiviii) indicative loan-to-value ratios; (viiiix) indicative debt yield ratios; (x) a term sheet outlining the transaction generally; (ixxi) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xxii) a description of SellerXxxxxx’s relationship with the Mortgagor, if any;; LEGAL_US_E # 160815361.8 (xixiii) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerAdministrative Agent, on behalf of Buyers, Seller shall deliver such items to Buyer Administrative Agent promptly upon SellerXxxxxx’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiiixiv) any exceptions to the representations and warranties set forth in Exhibit VI V to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, Each of the following: (a) a summary memorandum outlining the proposed transactionTransaction, including potential transaction benefits and all material underwriting risks, risks and all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan,Issues; (ib) the Asset Information and, if available, maps and photosphotos of the underlying real estate directly or indirectly securing or supporting such Eligible Asset; (iic) a current the most currently available rent roll and roll over schedule, if applicable; (iiid) for properties with cash flow, a cash flow pro-forma, plus historical information, if information to the extent available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (ve) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Eligible Asset and any other collateral securing such Eligible Asset, the related collateral securing such Eligible Asset, if any; (f) indicative debt service coverage ratios; (g) indicative loan-to-value ratios; (h) a term sheet outlining the transaction generally; (i) a description of the Borrower and sponsor, including experience with other projects (real estate owned), their ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if any; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xj) a description of Seller’s relationship with the Mortgagorrelationship, if any;, to the Borrower and sponsor; and (xik) copies of documents evidencing such New Eligible Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerPurchaser, Seller shall deliver such items to Buyer Purchaser promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan,Asset: (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iiiii) a cash flow pro-pro forma, plus historical informationoperating statements, if available; (iii) flood certification (or the equivalent in the applicable jurisdiction); (iv) if available, maps and photos; (v) copies of appraisalvaluation, environmental, engineering and any other third-third party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerAdministrative Agent, on behalf of Buyers, Seller shall deliver such items to Buyer Administrative Agent promptly upon Seller’s receipt of such items; (vvi) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if anysponsor; (vivii) indicative debt service coverage ratios; (viiviii) indicative loan-to-value ratios; (viiiix) indicative debt yield ratios; (x) a term sheet outlining the transaction generally; (ixxi) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xxii) a description of Seller’s relationship with the Mortgagor, if any;; LEGAL_US_E # 160815361.8 (xixiii) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerAdministrative Agent, on behalf of Buyers, Seller shall deliver such items to Buyer Administrative Agent promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiiixiv) any exceptions to the representations and warranties set forth in Exhibit VI V to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan,Asset: (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iiiii) a cash flow pro-pro forma, plus historical informationoperating statements, if available; (iii) flood certification (or the equivalent in the applicable jurisdiction); (iv) if available, maps and photos; (v) copies of appraisalvaluation, environmental, engineering and any other third-third party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerAdministrative Agent, Seller shall deliver such items to Buyer Administrative Agent promptly upon Seller’s receipt of such items; (vvi) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if anysponsor; (vivii) indicative debt service coverage ratios; (viiviii) indicative loan-to-value ratios; (viiiix) a term sheet outlining the transaction generally; (ixx) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xxi) a description of Seller’s relationship with the Mortgagor, if any; (xixii) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerAdministrative Agent, Seller shall deliver such items to Buyer Administrative Agent promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI V to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, Each of the following: (a) a summary memorandum outlining the proposed transactionTransaction, including potential transaction benefits and all material underwriting risks, risks and all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible LoanIssues, (ib) the Asset Information and, if available, maps and photosphotos of the underlying real estate directly or indirectly securing or supporting such Eligible Asset; (iic) a current rent roll and roll over schedule, if applicable; (iiid) a cash flow pro-forma, plus historical information, if available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (ve) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Eligible Asset and any other collateral securing such Eligible Asset, the related collateral securing such Eligible Asset, if any; (f) indicative debt service coverage ratios; (g) indicative loan-to-value ratios; (h) a term sheet outlining the transaction generally; (i) a description of the Borrower and sponsor, including experience with other projects (real estate owned), their ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loanand financial statements, if anyavailable; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xj) a description of Seller’s relationship with the Mortgagorrelationship, if any;, to the Borrower and sponsor; and (xik) copies of documents evidencing such New Eligible Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerPurchaser, Seller shall deliver such items to Buyer Purchaser promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New AssetAsset or Purchased Asset that is the subject of a proposed Additional Advance, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. Asset or, with respect to a Purchased Asset that is the subject of a proposed Additional Advance, any updates to the following due diligence information reflecting changes from the related Purchase Date: With respect to each Eligible Asset that is an Eligible Loan, (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iii) a cash flow pro-forma, plus historical information, if available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (v) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if any; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (x) a description of Seller’s relationship with the Mortgagor, if any; (xi) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New AssetAsset or Purchased Asset that is the subject of a proposed Additional Purchase Transaction or Future Funding Transaction, a summary memorandum outlining the proposed transactiontransaction or advance, as applicable, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction or advance, as applicable, that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With Asset or, with respect to each Eligible a Purchased Asset that is an Eligible Loan,the subject of a proposed Additional Purchase Transaction or Future Funding Transaction, any updates to the following due diligence information reflecting changes from the related Purchase Date: (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iii) a cash flow pro-forma, plus historical information, if available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (v) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible LoanAsset, the related collateral securing such Eligible LoanAsset, if any; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (x) a description of Seller’s relationship with the Mortgagor, if any; (xi) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, Each of the following: (a) a summary memorandum outlining the proposed transactionTransaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible LoanIssues, (ib) the Asset Information and, if available, maps and photosphotos of the underlying real estate directly or indirectly securing or supporting such Eligible Asset; (iic) a current rent roll and roll over schedule, if applicable; (iiid) a cash flow pro-forma, plus historical information, if available; (iv) copies of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (ve) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Eligible Asset and any other collateral securing such Eligible Asset, the related collateral securing such Eligible Asset, if any; (f) indicative debt service coverage ratios; (g) indicative loan-to-value ratios; (h) a term sheet outlining the transaction generally; (i) a description of the Borrower and sponsor, including experience with other projects (real estate owned), their ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loanand financial statements, if anyavailable; (vi) indicative debt service coverage ratios; (vii) indicative loan-to-value ratios; (viii) a term sheet outlining the transaction generally; (ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xj) a description of Seller’s relationship with the Mortgagorrelationship, if any;, to the Borrower and sponsor; and (xik) copies of documents evidencing such New Eligible Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to BuyerPurchaser, Seller shall deliver such items to Buyer Purchaser promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiii) any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.

Transaction-Specific Due Diligence Materials. With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset: A. With respect to each Eligible Asset that is an Eligible Loan,Asset: (i) the Asset Information and, if available, maps and photos; (ii) a current rent roll and roll over schedule, if applicable; (iiiii) a cash flow pro-formapro forma through and including the maturity date of the Eligible Asset, plus including any extended maturity date, whether or not the option for such extended maturity date is actually exercised, as well as historical informationoperating statements for the immediately preceding twelve (12) months, if available; (iii) flood certification (or the equivalent in the applicable jurisdiction); (iv) if available, maps and photos; (v) copies of appraisalvaluation, environmental, engineering engineering, insurance and any other third-third party reports; provided, that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (vvi) a description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if anysponsor; (vivii) indicative debt service coverage ratios; (viiviii) indicative loan-to-value ratios; (viiiix) indicative debt yield ratios; (x) a term sheet outlining the transaction generally; (ixxi) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial statements; (xxii) a description of Seller’s relationship with the Mortgagor, if any; (xixiii) copies of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s receipt of such items; (xii) in the case of Subordinate Eligible Assets, all information described in this section 2(A) that would otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Subordinate Eligible Asset; and (xiiixiv) any exceptions to the representations and warranties set forth in Exhibit VI V to this Agreement. B. With respect to each Eligible Asset that is CMBS, (i) the related prospectus or offering circular; (ii) all structural and collateral term sheets and all other computational or other similar materials provided to Seller in connection with its acquisition of such CMBS; (iii) all distribution date statements issued in respect thereof during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (iv) all monthly CMSA reporting packages issued in respect of such CMBS during the immediately preceding 12 months (or, if less, since the date such CMBS was issued); (v) all Rating Agency pre-sale reports; (vi) all asset summaries and any other due diligence materials, including, without limitation, reports prepared by third parties, provided to Seller in connection with its acquisition of such CMBS; and (vii) the related pooling and servicing agreement.