Power of Attorney to Buyer means (i) that certain Power of Attorney to Buyer dated as of the date hereof executed by Seller in favor of Buyer and (ii) such other power of attorney executed pursuant to this Agreement in substantially the form attached as Exhibit II-1.
Power of Attorney to Buyer means (i) that certain Power of Attorney to Xxxxx dated as of the date hereof executed by Xxxxxx in favor of Xxxxx and (ii) such other power of attorney executed pursuant to this Agreement in substantially the form attached as Exhibit II-1. “Power of Attorney to Seller” shall mean (i) that certain Power of Attorney to Xxxxxx dated as of the date hereof executed by Xxxxx in favor of Xxxxxx and (ii) such other power of attorney executed pursuant to this Agreement substantially in the form of Exhibit II-2. “Preliminary Approval” shall have the meaning specified in Section 3(b) of this Agreement. “Preliminary Due Diligence Package” shall mean, with respect to any New Asset, the following due diligence information, to the extent applicable, relating to such New Asset to be provided by Seller to Buyer pursuant to this Agreement: (a) Seller’s internal credit committee or investment committee memorandum, among other things, outlining the proposed transaction, including potential transaction benefits and all material underwriting risks and Underwriting Issues, anticipated exit strategies, underwriting models and all other characteristics of the proposed transaction that a prudent buyer would consider material; (b) current rent roll and rollover schedule, if applicable; (c) cash flow pro forma, plus historical information, if available; (d) flood certification (of the equivalent in the applicable jurisdiction); (e) maps and photos, if available; (f) interest coverage ratios; (g) description of the Mortgaged Property, along with a description of the Mortgagor and sponsor (including their experience with other projects, ownership structure and financial statements); (h) loan-to-value ratio and Debt Yield Ratio; (i) Seller’s or any Affiliate’s relationship with the Mortgagor or any affiliate; (j) material third party reports, to the extent available and applicable, including: (i) engineering and structural reports, each in form and prepared by consultants acceptable to Buyer; (ii) current Appraisal; (iii) Phase I environmental report (including asbestos and lead paint report) and, if applicable, Phase II or other follow-up environmental report if recommended in Phase I, each in form and prepared by consultants acceptable to Buyer; (iv) seismic reports, each in form and prepared by