Direct agreement
An agreement giving a financier defined rights with a key project counterparty, often including notices, cure periods or step-in arrangements.
How it works
A direct agreement is a contract between the lenders (or their agent) and a key counterparty of the borrower, such as a customer, landlord or contractor. The counterparty acknowledges the lenders' security, agrees to give notice before terminating, and allows the lenders to cure defaults or step in. In US deals it is often called a consent and agreement.
In GPU and data centre deals
Direct agreements turn a commercial contract into financeable collateral. In GPU financings, lenders seek one from the customer under the MSA and from the data centre landlord, so they can keep the GPUs running and the revenue flowing on a default. Large customers do not always sign them, which can affect leverage and pricing.
What gets negotiated
- Termination notice and cure periods for lenders
- Step-in and transfer rights
- Payment direction to the lenders' controlled accounts
- The counterparty's liability cap and set-off rights
Why the distinction matters
Read the executed beneficiary, scope and termination protections. A lender needs usable procedures and operational cooperation, rather than a generic assertion that step-in is available.
Read the structure
A financing framework for land, connection rights and delivery risk.
Financing powered land: prove the power milestone ↗In the filed deals
IREN's Hardware 3 financing required Customer, Colocation and Managed Services Direct Agreements.
For in-house counsel
Direct agreement in the filed documents
Where the term turns up in filed contracts and what is market, for the lender’s or the borrower’s side. Previews are open; the full text is free with InfraCompute Weekly.
- What’s market: Customer direct agreement in GPU financingsWhen must the customer sign a direct agreement with the lenders, and what will it agree to?
- Clause library: Customer direct agreement (consent and agreement)Lenders want the customer to acknowledge their security, give them notice and time to cure a default, and pay into the secured…
- Checklist: colocation and landlord direct agreementThe terms lenders usually need from the data centre provider when financed equipment sits in a third party's building, and the…
- The legal desk for in-house counselContract library, issues lists, checklists and English law notes.
Related terms
Explanatory definition, not a statement that a particular transaction contains this term or a substitute for its contractual definition.
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