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Paste a clause from your draft and compare it with the same clause in a filed GPU or data centre financing. Wording the two do not share is highlighted. Below, the filed clauses are compared with each other.

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile ·

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Filed clauses side by side · 17 comparisons

Cash traps and amortisation

Cash trap in data centre ABS

54% of the wording is shared

Centersquare master indenture, definitions of “Cash Trap Condition” and “Cash Trap DSCR”

“Cash Trap Condition” shall mean, as of the end of any calendar month, (i) an Amortization Period is not then continuing and (ii) the three-month average DSCR as of the last day of such calendar month is less than the Cash Trap DSCR, and will continue to exist until the three-month average DSCR has exceeded the Cash Trap DSCR as of the last day of two consecutive months. “Cash Trap DSCR” shall mean 1.35 to 1.00.

STACK Infrastructure combined master indenture, definition of “Cash Trap Condition”

“Cash Trap Condition” shall mean, as of the end of any calendar month, (i) an Amortization Period is not then continuing and (ii) (x) prior to the Seventh Amendment Springing Amendment Effective Date, the three-month average Amortization DSCR is less than 1.30:1 and (y) on and after the Seventh Amendment Springing Amendment Effective Date, the three-month average Class A DSCR as of the last day of such calendar month is less than 1.45:1 (either such DSCR level under clause (x) or (y), as applicable, the “Cash Trap DSCR”), and will continue to exist until the three-month average Amortization DSCR or the three-month average Class A DSCR, as applicable, has exceeded the Cash Trap DSCR as of the last day of two consecutive months.

Cash traps and amortisation

Amortisation period (rapid amortisation) in data centre ABS

40% of the wording is shared

Compass Datacenters amended and restated master indenture, definition of “Amortization Period”

“Amortization Period” shall mean a period that will commence as of the end of any calendar month if either (i) (x) the three-month average Class A Amortization DSCR as of the last day of such calendar month is less than 1.20x, (y) the three-month average Class B Amortization DSCR as of the last day of such calendar month is less than 1.10x or (z) the three-month average Class C Amortization DSCR as of the last day of such calendar month is less than 1.00x and will continue to exist until (A) the three-month average Class A Amortization DSCR has exceeded 1.20x as of the last day of two consecutive months, (B) the three-month average Class B Amortization DSCR has exceeded 1.10x as of the last day of two consecutive months and (C) the three-month average Class C Amortization DSCR has exceeded 1.00x as of the last day of two consecutive months

STACK Infrastructure combined master indenture, definition of “Amortization Period”

“Amortization Period” shall mean a period that will commence as of the end of any calendar month if (x) prior to the Seventh Amendment Springing Amendment Effective Date, the three-month average Amortization DSCR as of the last day of such calendar month is less than 1.20:1 and (y) on and after the Seventh Amendment Springing Amendment Effective Date, the three-month average Class A DSCR is less than 1.20:1 (either such DSCR level as applicable, the “Minimum DSCR”), and will continue to exist until the three-month average Amortization DSCR or three-month average Class A DSCR, as applicable, has exceeded the Minimum DSCR as of the last day of two consecutive months.

Cash traps and amortisation

DSCR cash trap in GPU loans

20% of the wording is shared

Nscale Ward County GPU delayed draw credit agreement, definitions of “Cash Trap Event” and “Cash Trap Prepayment Event”

“Cash Trap Event” shall mean the Historical DSCR is less than 1.10:1.00 as of any Payment Date (a “Cash Trap Determination Date”) which Cash Trap Event shall commence on such Cash Trap Determination Date and shall be continuing until the first subsequent Payment Date as of which the Historical DSCR is equal to or greater than 1.10:1.00. “Cash Trap Prepayment Event” shall mean a Cash Trap Event which is continuing for a period of six (6) consecutive months from the relevant Cash Trap Determination Date.

Nscale Europe GPU delayed draw credit agreement, definition of “Cash Trap Event”

“Cash Trap Event” shall mean that, as of any Determination Date: (a) the Historical DSCR is less than 1.15:1.00; provided that a Cash Trap Event under this clause (a) shall continue until the Historical DSCR is above 1.15:1.00 as of any subsequent Determination Date; or (b) the Revenue Generation Date with respect to any GPU Server has not occurred within ninety (90) days of the applicable GPU Delivery Date pursuant to the terms of an Eligible Customer Contract; provided that a Cash Trap Event under this clause (b) shall continue until the applicable Revenue Generation Date has occurred as of any subsequent Determination Date. “Cash Trap Prepayment Event” shall be deemed to occur if, as of any Determination Date, a Cash Trap Event has continued for at least four (4) consecutive Determination Dates.

Cash traps and amortisation

Customer contract cash trap and contract value ratio

31% of the wording is shared

CoreWeave DDTL 5.5 credit agreement, definition of “Cash Trap Event”

“Cash Trap Event” shall mean, as of any Monthly Payment Date: (a) the occurrence and continuance of a material breach under a Master Services Agreement as of such Monthly Payment Date that (i) has not been waived in writing (which shall include, for the avoidance of doubt, electronic mail) and (ii) would result in the counterparty having the right to terminate such Master Services Agreement; or (b) the Projected Contract Value Ratio as calculated on such Monthly Payment Date is less than 2.40:1.00.

CoreWeave DDTL 4.0 credit agreement, definition of “Cash Trap Event”

“Cash Trap Event” shall mean the occurrence and continuance of any of the following: (a) a material breach of the Master Services Agreement (including for the avoidance of doubt, all Order Forms (as defined therein) entered into with respect thereto) giving rise to termination rights by [*] or the Borrower, in either case, pursuant to Section 11b of the Master Services Agreement; or (b) Parent becomes subject to a Bankruptcy Event.

5% of the wording is shared

CoreWeave DDTL 5.5 credit agreement, definition of “Cash Trap Event”

“Cash Trap Event” shall mean, as of any Monthly Payment Date: (a) the occurrence and continuance of a material breach under a Master Services Agreement as of such Monthly Payment Date that (i) has not been waived in writing (which shall include, for the avoidance of doubt, electronic mail) and (ii) would result in the counterparty having the right to terminate such Master Services Agreement; or (b) the Projected Contract Value Ratio as calculated on such Monthly Payment Date is less than 2.40:1.00.

CoreWeave DDTL 3.0 credit agreement, Section 6.12(b), contract realisation ratio

Commencing on the first Monthly Date that occurs after the Closing Date, the Initial Borrower will not permit the Contract Realization Ratio to be less than 0.85:1.00, as of any Monthly Date

0% of the wording is shared

CoreWeave DDTL 4.0 credit agreement, definition of “Cash Trap Event”

“Cash Trap Event” shall mean the occurrence and continuance of any of the following: (a) a material breach of the Master Services Agreement (including for the avoidance of doubt, all Order Forms (as defined therein) entered into with respect thereto) giving rise to termination rights by [*] or the Borrower, in either case, pursuant to Section 11b of the Master Services Agreement; or (b) Parent becomes subject to a Bankruptcy Event.

CoreWeave DDTL 3.0 credit agreement, Section 6.12(b), contract realisation ratio

Commencing on the first Monthly Date that occurs after the Closing Date, the Initial Borrower will not permit the Contract Realization Ratio to be less than 0.85:1.00, as of any Monthly Date

Coverage ratios and sizing

What goes into the DSCR

17% of the wording is shared

Nscale Ward County GPU delayed draw credit agreement, definition of “Historical DSCR”

“Historical DSCR” shall mean, as of any Payment Date commencing with the first Payment Date occurring after the Amortization Start Date, the ratio of (a) the total Historical Cash Flows, minus Administrative Expenses, minus Senior Operating Expenses, minus Manager Fees and Expenses paid pursuant Section 2.20(b)(ii) … to (b) Historical Debt Service with respect to such Collection Period.

CoreWeave DDTL 4.0 credit agreement, definition of “Debt Service Coverage Ratio”

“Debt Service Coverage Ratio” shall mean, as of any Monthly Date, the ratio of (a) Net Operating Income of the Borrower and its Subsidiaries to (b) Debt Service solely for the three full fiscal month period ended immediately preceding such Monthly Date, in each case, as of such Monthly Date;

Coverage ratios and sizing

Minimum DSCR covenant

35% of the wording is shared

Nscale Ward County GPU delayed draw credit agreement, Section 6.12, financial covenant

will not permit the Historical DSCR to be less than 1.05:1.00, as of any Payment Date (the “Financial Covenant”), subject to the right of the Borrower to exercise the Cure Right.

CoreWeave DDTL 5.5 credit agreement, Section 6.12(a)

will not permit the Debt Service Coverage Ratio for the most recently ended three full fiscal month period to be less than 1.35:1.00, as of any Monthly Date.

35% of the wording is shared

Nscale Ward County GPU delayed draw credit agreement, Section 6.12, financial covenant

will not permit the Historical DSCR to be less than 1.05:1.00, as of any Payment Date (the “Financial Covenant”), subject to the right of the Borrower to exercise the Cure Right.

IREN Hardware 3 common terms agreement, Section 6.12, financial covenants

Permit the Debt Service Coverage Ratio to be less than 1.05:1.00, as of any Determination Date (the “Financial Covenant”).

46% of the wording is shared

CoreWeave DDTL 5.5 credit agreement, Section 6.12(a)

will not permit the Debt Service Coverage Ratio for the most recently ended three full fiscal month period to be less than 1.35:1.00, as of any Monthly Date.

IREN Hardware 3 common terms agreement, Section 6.12, financial covenants

Permit the Debt Service Coverage Ratio to be less than 1.05:1.00, as of any Determination Date (the “Financial Covenant”).

Coverage ratios and sizing

Loan sizing: advance rate and sizing DSCR

37% of the wording is shared

Nscale Ward County GPU delayed draw credit agreement, definition of “Tranche Advance Rate”

“Tranche Advance Rate” shall mean, as of any date of determination, the lesser of: (a) the product of (x) 90% and (y) GPU Capital Expenditures incurred prior to, concurrently with, or to be financed by the borrowing relating to, the applicable Delayed Draw Funding Date; and (b) the maximum amount of Delayed Draw Loans that could be borrowed on such Delayed Draw Funding Date that results in the Sizing DSCR for each of the Tranches (assuming the related Delayed Draw Loans are fully drawn) being equal to or greater than 1.30:1.00 for each remaining Payment Date from the first Amortization Start Date until the Term Maturity Date.

IREN Hardware 3 common terms agreement, definitions of “Advance Rate” and “Sizing DSCR Requirement”

“Advance Rate” shall mean, in respect of a Tranche, as of any date of determination, the lesser of (a) the product of (i) 95% and (ii) the Project Costs relating to such Tranche incurred prior to, concurrently with, or to be financed by the borrowing or note issuance relating to, such Delayed Draw Funding Date or Escrow Release Date, as applicable, and (b) the principal amount that would result in a failure to remain in compliance with the Sizing DSCR Requirement for the Delayed Draw Loans and the Notes relating to such Tranche, based on the Updated Financial Model. … “Sizing DSCR Requirement” shall mean the Projected Debt Service Coverage Ratio for each Tranche (assuming the related Delayed Draw Loans are fully drawn and Notes are fully released from escrow) is not less than 1.20:1.00 for each Monthly Payment Date from the first Amortization Start Date until the Maturity Date.

Cures

Equity cure and contract cure

7% of the wording is shared

Nscale Ward County GPU delayed draw credit agreement, Section 7.03(c) and (d)

The Cure Right may be exercised (a) prior to the date that is one year after the Tranche 3 Acceptance Date, without limit on the number of uses and (b) thereafter, no more than six times in the aggregate over the life of the Delayed Draw Loan Facility and not with respect to any more than two consecutive Payment Dates. … For the avoidance of doubt, any Cure Equity shall not be considered in the calculation of Historical DSCR for the purpose of determining the occurrence of a Cash Trap Event

CoreWeave DDTL 5.5 credit agreement, Section 7.03(a)(y) and (c)

solely with respect to the financial covenant set forth in Section 6.12(a), the Borrower entering into an Additional Master Services Agreement (or renewing an existing Master Services Agreement) that satisfies the Eligibility Criteria such that, after giving effect to such entry or renewal, (1) the Projected Debt Service Coverage Ratio is equal to or greater than 1.35:1.00 and (2) the Projected Contract Value Ratio is equal to or greater than 2.40:1.00 … On or prior to the Unlimited Equity Cure Sunset Date, there shall be no limitations on the usage of the Cure Right and (ii) after the Unlimited Equity Cure Sunset Date, in each four consecutive calendar month period, the Cure Right may be exercised in no more than three fiscal months.

Customer contracts and step-in

Customer direct agreement (consent and agreement)

0% of the wording is shared

Nscale Ward County GPU delayed draw credit agreement, definition of “Customer Direct Agreement”

“Customer Direct Agreement” shall mean that certain Consent and Agreement to be entered into on or prior to the initial Delayed Draw Funding Date by and among the Borrower, the Collateral Agent and the Customer.

Anthropic order for GPU services (Nscale), financing cooperation provision

Anthropic will reasonably cooperate with Provider, at Provider’s sole cost and expense, in connection with any Provider Financing, including by providing customary acknowledgements, consents and non-sensitive contract and payment information reasonably requested in connection with such Provider Financing; provided that Anthropic will not be required to incur any new liabilities, disclose non-public information about Anthropic, or waive or modify any of its rights under this Agreement. … At Provider’s request, Anthropic will negotiate in good faith with Provider and any lender, security agent, collateral agent, administrative agent, trustee or other financing party providing or arranging a Provider Financing (each, a “Provider Financing Party”) regarding one or more customary direct agreements in connection with such Provider Financing (each, a “Direct Agreement”). Any Direct Agreement will be subject to Section 1(c) of the Order and may include customary notice, cure, standstill, step-in, replacement-provider and payment-direction provisions, in each case only to the extent mutually agreed by Anthropic, Provider and the applicable Provider Financing Party.

Customer contracts and step-in

Data centre access and step-in letters

2% of the wording is shared

CoreWeave DDTL 5.5 credit agreement, Section 5.20(b) and (c)

the Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent, at the Borrower’s expense one or more duly executed collateral access agreements (in form and substance reasonably acceptable to the Administrative Agent), in each case, among the Borrower, the Collateral Agent and each third party counterparty to a Data Center Lease/License entered into on or prior to Closing Date. … one or more duly executed step-in rights letters (in form and substance reasonably acceptable to the Required Lenders (which such consent to be deemed given if the Required Lenders have not objected in writing within five (5) Business Days following Borrower’s written provision of such agreement to the Lenders requesting such consent), in each case, with the applicable third party counterparty to such Data Center Lease/License).

Nscale Europe GPU delayed draw credit agreement, definition of “Icelandic Contractual Rights Pledge Agreement”

“Icelandic Contractual Rights Pledge Agreement” shall mean with respect to each Data Center Lease concerning a data center located within Iceland, a contractual rights pledge agreement, including the notice to the relevant landlord and the landlord’s acknowledgement thereof and agreement with respect to ‘step-in’ rights, countersigned by the landlord

GPU security and the asset

GPU depreciation in the loan documents

87% of the wording is shared

IREN Hardware 3 common terms agreement, definition of “GPU Depreciated Amount”

“GPU Depreciated Amount” shall mean, as of any date of determination, the aggregate amount of depreciation applicable to Infrastructure calculated in good faith by the Company in accordance with Schedule 1.1(d) on a straight-line basis assuming a useful life of six (6) years.

CoreWeave DDTL 4.0 credit agreement, definition of “GPU Depreciated Amount”

“GPU Depreciated Amount” shall mean, as of any date of determination, the aggregate amount of depreciation applicable to Infrastructure calculated in good faith by the Borrower in accordance with Schedule 2.03 on a straight-line basis in accordance with GAAP assuming a useful life of six (6) years.

GPU security and the asset

Remarketing right and RVG on non-acceptance

17% of the wording is shared

Nscale Ward County GPU delayed draw credit agreement, definitions of “RVG Triggering Event” and “RVG Period”

“RVG Triggering Event” shall mean, following the valid termination by the Customer of any Tranche or any portion of a Tranche (a “Tranche Termination”) as a result of non-acceptance of such Tranche and where, as a result thereof, the Borrower is required to either: (a) refund any Customer Contract Prepayment Amount previously paid by the Customer in respect of such Tranche or (b) prepay the Delayed Draw Loans drawn by the Borrower to fund the related Infrastructure and mechanical, electrical and plumbing or similar assets associated with such Tranche (the “Tranche-Specific Assets”) pursuant to Section 2.09(b)(iii), the Borrower shall, at its option during the RVG Period: (x) sell such Infrastructure and Tranche-Specific Assets as follows: (1) first, Parent (or an Affiliate thereof) shall have a right of first offer, exercisable for a period of ten (10) Business Days from the commencement of the RVG Period (the “ROFO Period”), to purchase such Infrastructure and Tranche-Specific Assets … “RVG Period” means, in respect of any Tranche, the period (a) commencing on a Tranche Termination Date in respect of such Tranche and (b) ending on the sixty (60) day anniversary of the Tranche Termination Date.

IREN Hardware 3 common terms agreement, definition of “Remarketing Right”

“Remarketing Right” shall mean, following valid termination of any Tranche under the Customer Contract (or a portion thereof) by the Customer as a result of non-acceptance of a Tranche by the Customer (a “Tranche Termination Date”) and where, as a result of such termination, the Company is required to refund any Upfront Amount previously paid by the Customer in respect of such Tranche or where the Customer is entitled to off-set the Upfront Amount against future payment obligations under the Customer Contract, the Company shall within the Remarketing Period either:

GPU security and the asset

Casualty event

97% of the wording is shared

CoreWeave DDTL 4.0 credit agreement, definition of “Casualty Event”

“Casualty Event” shall mean any event that causes all or a portion of any Infrastructure to be materially damaged, destroyed or rendered unfit for its intended use for any reason whatsoever.

Nscale Ward County GPU delayed draw credit agreement, definition of “Casualty Event”

“Casualty Event” shall mean any event that causes all or a material portion of any Infrastructure to be materially damaged, destroyed or rendered unfit for its intended use for any reason whatsoever.

Method

Wording counts as shared when at least 3 words in a row match, ignoring case and punctuation. The share is shared words as a proportion of the longer text. Defined terms mean what each document defines them to mean, so shared words can still work differently. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.

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