What the filed contracts say
| Contract | What the filed wording says |
|---|---|
| CoreWeave springing guaranty | CoreWeave states that the guarantee springs later to accommodate rating agency guidelines for investment grade ratings. |
| CoreWeave springing guaranty | It springs on substantive consolidation, or a clawback of the SPV’s assets to CoreWeave. |
| CoreWeave springing guaranty | It springs on a default, acceleration, full refinancing, maturity or adverse amendment of the SPV’s equipment financing. |
| CoreWeave springing guaranty | It springs on an SPV lease default, even before cure periods run out, or any end of the SPV lease, including rejection in bankruptcy. |
| CoreWeave springing guaranty | Until it springs, the SPV must keep at least one independent manager or director. |
The filed wording
(i) SPV Tenant or Guarantor becoming subject to substantive consolidation, or any assets of SPV Tenant or Guarantor (including, without limitation, any rights, title or interest in or to the Equipment Financing or the SPV Lease) being substantively consolidated with or into the estate of SPV Tenant or Guarantor (or any other person or entity), whether pursuant to any order of any court or other governmental authority, by operation of law, or otherwise, in each case, in connection with any of the events or proceedings described in subclauses (a) through (h) of this clause (iii); or (j) all or substantially all assets of SPV Tenant (including, without limitation, any rights, title or interest in or to the Equipment Financing or the SPV Lease) being clawed back, avoided, recovered, or otherwise returned or transferred to or for the benefit of Guarantor (or its estate) or any other party, whether pursuant to any fraudulent transfer, fraudulent conveyance, preference, substantive consolidation, avoidance, or any other legal or equitable theory or proceeding, under the Bankruptcy Code or any other similar United States, state of the United States or non-United States law … (iv) the occurrence of (i) any Event of Default (as defined in the Equipment Financing as in effect on the date hereof) related to an Insolvency Event or any monetary Event of Default, (ii) any Default (as defined in the Equipment Financing as in effect on the date hereof), the effect of which is to cause, with the giving of notice or the passage of time, or both, if required, the Equipment Financing to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Equipment Financing to be made, prior to its stated maturity, (iii) the full refinancing (excluding, for the avoidance of doubt, any repricings), payment and/or satisfaction of the Equipment Financing, (iv) the occurrence of the maturity date under, or other full termination of, the Equipment Financing, or (v) any modification, amendment, waiver, restatement or restructuring of the Equipment Financing that is material and adverse to the interests of the Landlord; … (v) the occurrence of any Event of Default (as defined in the SPV Lease) by SPV Tenant beyond any applicable notice or cure period, or the occurrence of any event, with the giving of notice or passage of time or both, would constitute an Event of Default thereunder, or any expiration or earlier termination (for any or no reason, including without limitation, rejection in connection with an Insolvency Event) of the SPV Lease; … E. Prior to the Springing Event Trigger Date, the SPV Tenant shall maintain at least one “independent manager” or “independent director” whose qualifications and authority are consistent with and comply with the terms of the governance documents of the SPV Tenant as in effect as of the date hereof.
