Ratings Criteria


<table>
<tr><td>Rating</td><td>Characteristics</td></tr>
<tr><td>1</td><td>• Sponsor capability and financial condition – Sponsor is highly rated or investment grade or, if private, the equivalent thereof with significant management experience. <br>• Loan collateral and performance relative to underwriting – The collateral has surpassed underwritten expectations. <br>• Quality and stability of collateral cash flows – Occupancy is stabilized, the property has had a history of consistently high occupancy, and the property has a diverse and high quality tenant mix. <br>• Loan structure – Loan to collateral value ratio (&quot;LTV&quot;) does not exceed 65%. The loan has structural features that enhance the credit profile.</td></tr>
<tr><td>2</td><td>• Sponsor capability and financial condition – Strong sponsorship with experienced management team and a responsibly leveraged portfolio. <br>• Loan collateral and performance relative to underwriting – Collateral performance equals or exceeds underwritten expectations and covenants and performance criteria are being met or exceeded. <br>• Quality and stability of collateral cash flows – Occupancy is stabilized with a diverse tenant mix. <br>• Loan structure – LTV does not exceed 70% and unique property risks are mitigated by structural features.</td></tr>
<tr><td>3</td><td>• Sponsor capability and financial condition – Sponsor has historically met its credit obligations, routinely pays off loans at maturity, and has a capable management team. <br>• Loan collateral and performance relative to underwriting – Property performance is consistent with underwritten expectations. <br>• Quality and stability of collateral cash flows – Occupancy is stabilized, near stabilized, or is on track with underwriting. <br>• Loan structure – LTV does not exceed 80%.</td></tr>
<tr><td>4</td><td>• Sponsor capability and financial condition – Sponsor credit history includes missed payments, past due payment, and maturity extensions. Management team is capable but thin. <br>• Loan collateral and performance relative to underwriting – Property performance lags behind underwritten expectations. Performance criteria and loan covenants have required occasional waivers. A sale of the property may be necessary in order for the borrower to pay off the loan at maturity. <br>• Quality and stability of collateral cash flows – Occupancy is not stabilized and the property has a large amount of rollover. <br>• Loan structure – LTV is 80% to 90%.</td></tr>
<tr><td>5</td><td>. Sponsor capability and financial condition - Credit history includes defaults, deeds-in-lieu, foreclosures and / or bankruptcies.<br>. Loan collateral and performance relative to underwriting - Property performance is significantly worse than underwritten expectations. The loan is not in compliance with loan covenants and performance criteria and may be in default. Sale proceeds would not be sufficient to pay off the loan at maturity.<br>. Quality and stability of collateral cash flows - The property has material vacancy and significant rollover of remaining tenants.<br>. Loan structure - LTV exceeds 90%.</td></tr>
</table>

STARWOOD PROPERTY TRUST


37


