Letter
EXHIBIT G
Form of Security Release Certification
EXHIBIT H
Form of Lease Agreement
EXHIBIT I
Form of Power of Attorney
EXHIBIT J
Asset Score Parameters
EXHIBIT K
Form of Tenant Agency Notice
EXHIBIT L
Form of Tenant Instruction Notice
EXHIBIT M
Approved Jurisdictions
EXHIBIT N
Acquisition Parameters
EXHIBIT O
List of Sub-Asset Managers
EXHIBIT P
Property Schedule
EXHIBIT Q
Notice of Borrowing and Pledge
EXHIBIT R
Assignment and Assumption
EXHIBIT S
Form of Completion Certificate
EXHIBIT T
Post Closing Matters
EXHIBIT U
Lien Search Procedures
EXHIBIT V
Form of Preliminary Report
EXHIBIT W
Form of Final Report
EXHIBIT X
Form of Payment Date Report
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AMENDED AND RESTATED
MASTER LOAN AND SECURITY AGREEMENT
AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT, dated as of June 13,
2014, by and among STARWOOD WAYPOINT BORROWER, LLC, a Delaware limited liability
company (the "Borrower"), the lenders signatory hereto and each Person that may
from time to time become party hereto in the capacity of a Lender pursuant to
Section 13.05 of this Loan Agreement (each, a "Lender"), CITIBANK, N.A., a
national banking association ("Citibank"), as administrative agent for the
Lenders (the "Administrative Agent"), and WELLS FARGO BANK, N.A., as calculation
agent (in such capacity, the "Calculation Agent") and paying agent (in such
capacity, the "Paying Agent").
RECITALS
This Loan Agreement amends and restates and supersedes in all respects that
certain Master Loan and Security Agreement dated as of February 5, 2014 between
Borrower and Citibank.
The Lenders have agreed, subject to the terms and conditions of this Loan
Agreement, to provide the revolving credit facility described in this Loan
Agreement to Borrower.
Accordingly, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions and Accounting Matters.
1.01 Certain Defined Terms. As used herein, the following terms shall have the
following meanings (all terms defined in this Section 1.01 or in other
provisions of this Loan Agreement in the singular to have the same meanings when
used in the plural and vice versa):
"Acceptable Counterparty" means a counterparty to the Interest Rate Protection
Agreement (or the guarantor of such counterparty's obligations) that has a
long-term unsecured or counterparty debt rating of "A-" or better from S&P and
(ii)(x) a long-term unsecured debt rating of A3 or better from Moody's.
"Account Control Agreement" shall mean a Deposit Account Control Agreement or a
Securities Account Control Agreement, as the context requires. Paying Agent
shall be a party, in customary capacities, to any Account Control Agreement for
accounts established by Paying Agent hereunder (including, without limitation,
the Distribution Account, Paying Agent General Reserve Account and Paying Agent
Remittance Account).
"Accountant Opinion" shall have the meaning assigned thereto in Section 7.01(c)
hereof.
"Acquisition Parameters" shall mean the required characteristics of an Eligible
Property set forth on Exhibit N hereto (including without limitation the Asset
Score Parameters), as the same may be updated and/or modified from time to time
by Borrower