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Contract analysis / psa-exhibit-s-form-replacement-guaranty.docx
psa-exhibit-s-form-replacement-guaranty.docx
High · 3
Medium · 4
Standard · 0
Section 2(a): Non-Recourse Carve-Out Obligations (Loss Guaranty)
Medium
⚑ Liability cap to check against exposure
Section 2(a): Non-Recourse Carve-Out Obligations (Loss Guaranty) Guarantor hereby absolutely and unconditionally guarantees to Lender the payment and performance of all Losses actually suffered or incurred by Lender by reason of, arising out of, or relating to any of the following acts, omissions, or events by or with respect to Borrower or Guarantor (each, a "Non-Recourse Carve-Out"): (i) Fraud or Intentional Misrep
Section 2(b): Springing Full Recourse Events (Full Recourse Guaranty)
High
⚑ Uncapped liability exposure
Section 2(b): Springing Full Recourse Events (Full Recourse Guaranty) Notwithstanding anything to the contrary contained in the Loan Documents or in Section 2(a) above, the entire outstanding indebtedness, obligations, and liabilities of Borrower under the Loan Documents (including, without limitation, the entire outstanding principal balance of the Loan, all accrued and unpaid interest thereon, and all other amounts
Section 5(a): Minimum Tangible Net Worth
Section 5(a): Minimum Tangible Net Worth Guarantor covenants and agrees that, at all times while any portion of the Loan remains outstanding, Guarantor shall maintain a Tangible Net Worth of not less than Five Hundred Million Dollars ($500,000,000). For purposes of this Guaranty, "Tangible Net Worth" means, as of any date of determination, (i) the total assets of Guarantor minus (ii) the total liabilities of Guaranto
Section 5(b): Minimum Liquid Assets
High
⚑ Penalty / liquidated damages
Section 5(b): Minimum Liquid Assets Guarantor covenants and agrees that, at all times while any portion of the Loan remains outstanding, Guarantor shall maintain Liquid Assets of not less than Fifty Million Dollars ($50,000,000). For purposes of this Guaranty, "Liquid Assets" means, as of any date of determination, the sum of (i) unrestricted cash held by Guarantor and its consolidated subsidiaries, (ii) unrestricted
Section 5(c): Financial Reporting
High
⚑ Penalty / liquidated damages
Section 5(c): Financial Reporting Guarantor shall deliver to Lender the following financial statements, certificates, and reports within the time periods specified below: (i) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, annual consolidated financial statements of Guarantor (including a consolidated balance sheet, consolidated statement of op
1. Master Loan Agreement, dated as of September 15, 2020, by and between Borrower (GMP Fa
1. Master Loan Agreement, dated as of September 15, 2020, by and between Borrower (GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, and GMP Murfreesboro LLC) and Pinnacle Federal Bank, N.A., as Lender.
2. Individual Loan Supplements:
2. Individual Loan Supplements: • Loan Supplement 1-A (GMP Fairfield I LLC — Fairfield Logistics Center I) • Loan Supplement 1-B (GMP Fairfield II LLC — Fairfield Logistics Center II) • Loan Supplement 1-C (GMP Westlake LLC — Westlake Distribution Hub) • Loan Supplement 1-D (GMP Katy LLC — Katy Freeway Logistics Park) • Loan Supplement 1-E (GMP Alliance LLC — Alliance Commerce Center) • Loan Supplement 1-F (GMP Lakel
3. Promissory Notes (Loans 1-A through 1-H), each dated as of September 15, 2020.
3. Promissory Notes (Loans 1-A through 1-H), each dated as of September 15, 2020.
4. Mortgages, Deeds of Trust, and/or Deeds to Secure Debt (as applicable by jurisdiction)
4. Mortgages, Deeds of Trust, and/or Deeds to Secure Debt (as applicable by jurisdiction), each dated as of September 15, 2020, encumbering the respective Properties.
5. Assignments of Leases and Rents, each dated as of September 15, 2020.
Medium
⚑ Assignment / subcontracting
5. Assignments of Leases and Rents, each dated as of September 15, 2020.
6. UCC Financing Statements filed in connection with the Loan.
6. UCC Financing Statements filed in connection with the Loan.
7. Environmental Indemnity Agreement, dated as of September 15, 2020.
7. Environmental Indemnity Agreement, dated as of September 15, 2020.
8. All amendments, modifications, supplements, side letters, consent letters, and related
8. All amendments, modifications, supplements, side letters, consent letters, and related documents executed in connection with the foregoing. Aggregate Outstanding Principal Balance: $421,600,000 Securing: 8 logistics properties For Veltrano Capital Lending Corp.:
1. Loan Agreement, dated as of February 1, 2021, by and between Borrower (GMP Buckhead LL
1. Loan Agreement, dated as of February 1, 2021, by and between Borrower (GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC) and Veltrano Capital Lending Corp., as Lender.
2. Individual Loan Supplements:
2. Individual Loan Supplements: • Loan Supplement 2-A (GMP Buckhead LLC — Buckhead Place Office Tower) • Loan Supplement 2-B (GMP SouthPark LLC — SouthPark Corporate Center) • Loan Supplement 2-C (GMP Cool Springs LLC — Cool Springs Office Park) • Loan Supplement 2-D (GMP Brickell LLC — Brickell Bay Office Building)
3. Promissory Notes (Loans 2-A through 2-D), each dated as of February 1, 2021.
3. Promissory Notes (Loans 2-A through 2-D), each dated as of February 1, 2021.
4. Mortgages, Deeds of Trust, and/or Deeds to Secure Debt (as applicable by jurisdiction)
4. Mortgages, Deeds of Trust, and/or Deeds to Secure Debt (as applicable by jurisdiction), each dated as of February 1, 2021, encumbering the respective Properties.
5. Assignments of Leases and Rents, each dated as of February 1, 2021.
Medium
⚑ Assignment / subcontracting
5. Assignments of Leases and Rents, each dated as of February 1, 2021.
6. UCC Financing Statements filed in connection with the Loan.
6. UCC Financing Statements filed in connection with the Loan.
7. Environmental Indemnity Agreement, dated as of February 1, 2021.
7. Environmental Indemnity Agreement, dated as of February 1, 2021.
8. All amendments, modifications, supplements, side letters, consent letters, and related
8. All amendments, modifications, supplements, side letters, consent letters, and related documents executed in connection with the foregoing. Aggregate Outstanding Principal Balance: $142,300,000 Securing: 4 office properties For Sycamore Life Insurance Company:
1. Note Purchase Agreement, dated as of November 22, 2019, by and between Borrower (GMP P
1. Note Purchase Agreement, dated as of November 22, 2019, by and between Borrower (GMP Peachtree LLC and GMP Mount Juliet LLC) and Sycamore Life Insurance Company, as Lender.
2. Individual Loan Supplements:
2. Individual Loan Supplements: • Loan Supplement 3-A (GMP Peachtree LLC — Peachtree Corners Logistics Center) • Loan Supplement 3-B (GMP Mount Juliet LLC — Mount Juliet Commerce Park)
3. Promissory Notes (Loans 3-A and 3-B), each dated as of November 22, 2019.
3. Promissory Notes (Loans 3-A and 3-B), each dated as of November 22, 2019.
4. Deeds to Secure Debt, each dated as of November 22, 2019, encumbering the respective P
4. Deeds to Secure Debt, each dated as of November 22, 2019, encumbering the respective Properties.
5. Assignments of Leases and Rents, each dated as of November 22, 2019.
Medium
⚑ Assignment / subcontracting
5. Assignments of Leases and Rents, each dated as of November 22, 2019.
6. UCC Financing Statements filed in connection with the Loan.
6. UCC Financing Statements filed in connection with the Loan.
7. Environmental Indemnity Agreement, dated as of November 22, 2019.
7. Environmental Indemnity Agreement, dated as of November 22, 2019.
8. All amendments, modifications, supplements, side letters, consent letters, and related
8. All amendments, modifications, supplements, side letters, consent letters, and related documents executed in connection with the foregoing. Aggregate Outstanding Principal Balance: $48,100,000 Securing: 2 logistics properties EXHIBIT B TO REPLACEMENT GUARANTY PROPERTIES The fo