Springing Guaranty Clause Samples

Springing Guaranty. By the execution of that certain Springing Guaranty attached hereto (the “Springing Guaranty”), Springing Guarantor hereby agrees to, during the continuance of a Springing Guaranty Event (as defined herein) and solely to the extent such Guaranteed Obligations (as defined herein) have arisen as a result of Owner’s fraud, illegal activity, or willful misconduct as determined in an adjudication by a court of competent jurisdiction, guaranty Owner’s obligations hereunder, including, without limitation, Owner’s indemnification obligations hereunder and Owner’s obligation to pay any fees due and payable to Manager hereunder (the “Guaranteed Obligations”) up to the Guaranty Cap (as defined herein). In the event Springing Guarantor shall become liable for all or a portion of the Guaranteed Obligations as provided in this Section 56, Manager agrees to look to Owner first for recovery of same. As used herein (i) a “Springing Guaranty Event” shall occur in the event that, as of the last day of any calendar quarter, Owner fails to maintain a tangible net worth (calculated as total real estate investment value held by Owner and its subsidiaries less total outstanding debt by Owner and its subsidiaries) of at least Ten Million Dollars ($10,000,000.00) (the “Required Net Worth”) and end as of the last day of any calendar quarter in which Owner reestablishes a net worth of at least the Required Net Worth and (ii) the “Guaranty Cap” shall mean an amount equal to the difference between Owner’s net worth and the Required Net Worth.

Springing Guaranty. The First Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith given by the REIT to and for the benefit of Agent and the Lenders, as the same may be modified, amended, restated or ratified. Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its book value determined in accordance with GAAP, shall constitute a Stabilized Property. Additionally, the Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia. Sublessor. See §6.32(a).

Springing Guaranty. The Unconditional Guaranty of Payment and Performance to be executed and delivered by REIT and, if applicable, Subsidiary General Partner, pursuant to §7.26, such Unconditional Guaranty of Payment and Performance to be in substantially the form of Exhibit “C” hereto, as the same may be modified, amended, restated or ratified.” “Subsidiary General Partner. After the occurrence of the IPO Event, if the REIT is not the general partner of the Borrower, a direct Wholly Owned Subsidiary of REIT that is the sole general partner of the Borrower.”

Springing Guaranty. During the continuance of a Springing Guaranty Event (as defined in the Property Management Agreement (the “Agreement”), dated as of June 10, 2025, by and between [Owner], a Delaware limited liability company, (the “Owner”) and EVERGREEN RESIDENTIAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”)), the undersigned hereby guarantees those certain Guaranteed Obligations subject to and solely in accordance with Section 56 of the Agreement. Prior to pursuing any rights and/or remedies hereunder, Manager first agrees to: (i) institute suit and exhaust its remedies against Owner, (ii) join Owner or any others liable on the Guaranteed Obligations in any action seeking to enforce remedies against Springing Guarantor, and (iii) exhaust any remedies available to Manager against any collateral which shall ever have been given to secure the Guaranteed Obligations. Manager ▇▇▇▇▇▇ agrees to use its best efforts to mitigate any damages that Manager would be reasonably expected to incur in connection with the Guaranteed Obligations. Notwithstanding the foregoing, Manager shall not make a demand for payment under the Springing Guaranty unless a Springing Guaranty Event (as defined in the Agreement) exists under the Agreement and has continued for a period of ninety (90) days.

Springing Guaranty. The Fifth Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith given by the REIT to and for the benefit of Agent and the Lenders, as the same may be modified, amended, restated or ratified. Stabilized Property. A completed Data Center Property on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its undepreciated book value determined in accordance with GAAP, shall constitute a Stabilized Property. Additionally, the Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia. Sterling or £. The lawful currency of the United Kingdom. Sublessor. See §6.32(a). Subordinated Bond Indenture. The Indenture of Trust dated as of November 1, 2015, by and between the DAFC, as borrower, and Synovus Bank as trustee for the benefit of QAE Acquisition Company, LLC as the holder of the Bond Subordinate Debt, as further amended, extended, supplemented, consolidated, renewed, restated or otherwise modified from time to time.

Springing Guaranty. The Unconditional Guaranty of Payment and Performance to be executed and delivered by REIT and, if applicable, Subsidiary General Partner, pursuant to §7.26, such Unconditional Guaranty of Payment and Performance to be in substantially the form of Exhibit “C” hereto, as the same may be modified, amended, restated or ratified.

Springing Guaranty. The obligations of the Company hereunder and under the Notes shall have the benefit of that certain Springing Guaranty Agreement from the Parent to be dated as of the date of the Closing (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Springing Parent Guaranty”) substantially in the form of Schedule SPA (provided that, for the avoidance of doubt, the Parent shall have no liability under the Springing Parent Guaranty until the occurrence of a Springing Recourse Event).

Springing Guaranty. The Second Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith given by the REIT to and for the benefit of Agent and the Lenders, as the same may be modified, amended, restated or ratified. Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its book value determined in accordance with GAAP, shall constitute a Stabilized Property. Additionally, the Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia. Sublessor. See §6.32(a).

Springing Guaranty. The Fourth Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith given by the REIT to and for the benefit of Agent and the Lenders, as the same may be modified, amended, restated or ratified. Stabilized Property. A completed Data Center Property on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its undepreciated book value determined in accordance with GAAP, shall constitute a Stabilized Property. Additionally, the Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia. Sterling or £. The lawful currency of the United Kingdom. Sublessor. See §6.32(a).