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InfraCompute Tools · First edition · Source-linked research · 24 October 2026

The wording behind GPU and data centre debt.

18 clauses that decide how AI infrastructure loans and securitisations behave under stress. Each one has a plain-English summary, a comparison of the filed deals, the actual wording from the filings and the points each side negotiates.

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile
Wording is quoted from documents filed with the SEC, linked under each extract. Views are personal.

Cash traps and amortisation

Cash trap in data centre ABS

In a data centre securitisation the issuer keeps excess cash flow while the debt service coverage ratio stays above a set level. If it falls below that level, cash that would have gone to the sponsor is held in a reserve until the ratio recovers. The test is averaged over three months so one weak month doesn't trip it.

What the filed deals show

Master trustCash trap levelHow it is measured
STACK Infrastructure1.30x, rising to 1.45x on the class A DSCR after the Seventh Amendment springing dateThree-month average; ends after two consecutive months above
Centersquare1.35xThree-month average DSCR; ends after two consecutive months above
Compass DatacentersClass A 1.30x, class B 1.15x, class C 1.05xEach class tested at month end; ends after three consecutive months above

Sample wording from the filings

“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.
Centersquare master indenture, definitions of “Cash Trap Condition” and “Cash Trap DSCR” · Csquare S-1, Exhibit 4.6
“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.
STACK Infrastructure combined master indenture, definition of “Cash Trap Condition” · Blue Owl Digital Infrastructure Trust 8-K, Exhibit 4.1 (2026)

Points to negotiate

For lenders

  • Test each class separately where there is subordinated paper, as Compass does, so a junior class can't mask stress.
  • Check what a springing amendment changes. STACK's level steps up and moves to the class A DSCR.

For sponsors and borrowers

  • Ask for averaging and a short cure period so the trap releases quickly.
  • Make sure trapped cash can still fund permitted capex and tenant improvements.

Cash traps and amortisation

Amortisation period (rapid amortisation) in data centre ABS

The second, lower trigger. If coverage falls further, the notes stop being interest-only and all excess cash goes to repay principal. This is what the market calls rapid amortisation. In the filed master trusts the class A level is 1.20x.

What the filed deals show

Master trustAmortisation triggerHow it ends
STACK Infrastructure1.20x three-month average (Amortization DSCR, then class A DSCR after the springing date)Two consecutive months above
CentersquareMinimum DSCR, three-month averageTwo consecutive months above
Compass DatacentersClass A 1.20x, class B 1.10x, class C 1.00x, three-month averagesTwo consecutive months above, for every class

Sample wording from the filings

“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
Compass Datacenters amended and restated master indenture, definition of “Amortization Period” · Csquare S-1, Exhibit 4.1
“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.
STACK Infrastructure combined master indenture, definition of “Amortization Period” · Blue Owl Digital Infrastructure Trust 8-K, Exhibit 4.1 (2026)

Points to negotiate

For lenders

  • Keep the gap between the cash trap and the amortisation trigger wide enough that the trap does its job first.
  • Add non-DSCR amortisation triggers (failure to refinance by the ARD, servicer default) alongside the ratio.

For sponsors and borrowers

  • Check that the amortisation period ends automatically when coverage recovers.
  • Watch for averaging windows that make recovery slower than entry.

Cash traps and amortisation

DSCR cash trap in GPU loans

GPU-backed loans borrow the ABS idea and test the historical DSCR of the customer contract cash flows. Below the trap level, cash stays in the structure. If the trap runs for six months (or four quarterly tests in Nscale's European facility) trapped cash goes to prepay the loan.

What the filed deals show

FacilityCash trapEscalation
Nscale Ward County (Microsoft)Historical DSCR below 1.10xPrepayment after six consecutive months
Nscale North CarolinaHistorical DSCR below 1.10xPrepayment after six consecutive months
IREN Hardware 3 (Microsoft)DSCR below 1.10xPrepayment after six consecutive months
Nscale EuropeHistorical DSCR below 1.15x, or revenue not started within 90 days of GPU deliveryPrepayment after four consecutive determination dates

Sample wording from the filings

“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 Ward County GPU delayed draw credit agreement, definitions of “Cash Trap Event” and “Cash Trap Prepayment Event” · Nscale S-1, Exhibit 10.23 (2026)
“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.
Nscale Europe GPU delayed draw credit agreement, definition of “Cash Trap Event” · Nscale S-1, Exhibit 10.14 (2026)

Points to negotiate

For lenders

  • Add a delivery trigger like Nscale Europe's 90-day revenue start test. It catches GPUs that are delivered but not earning.
  • Make the escalation to prepayment automatic, not a lender election.

For sponsors and borrowers

  • Measure on contracted cash flows actually received, net only of agreed costs, so a timing gap in collections doesn't trip the trap.
  • Keep cure equity out of the trap test only if it also stays out of the covenant test.

Cash traps and amortisation

Customer contract cash trap and contract value ratio

CoreWeave's facilities key the cash trap to the customer contract, not just the ratio. A material breach of the master services agreement that gives a termination right traps cash. DDTL 5.5 adds a projected contract value ratio: remaining contract value must be at least 2.40 times the loans. DDTL 3.0 also tests how much of the expected contract revenue was actually billed (the contract realisation ratio).

What the filed deals show

FacilityContract triggerRatio test
CoreWeave DDTL 3.0Material MSA breach giving termination rights (Phoenix 1, OpenAI)Contract realisation ratio covenant 0.85x
CoreWeave DDTL 4.0Material MSA breach, or Parent bankruptcy eventn/a
CoreWeave DDTL 5.5Unwaived material MSA breach that would allow terminationProjected contract value below 2.40x loans

Sample wording from the filings

“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 5.5 credit agreement, definition of “Cash Trap Event” · CoreWeave, Exhibit 10.1 (2026)
“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 4.0 credit agreement, definition of “Cash Trap Event” · CoreWeave, Exhibit 10.1 (2026)
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
CoreWeave DDTL 3.0 credit agreement, Section 6.12(b), contract realisation ratio · CoreWeave 8-K, Exhibit 10.1 (2025)

Points to negotiate

For lenders

  • A contract value ratio catches a shrinking contract before the DSCR does. It is the GPU equivalent of a loan-to-value test.
  • Tie the breach trigger to the right to terminate, not to termination itself, so the trap springs while there is still time to fix it.

For sponsors and borrowers

  • Ask for a waiver carve-out (DDTL 5.5 excludes breaches waived in writing, including by email).
  • Agree how 'projected contract value' is calculated before signing, including renewals and replacement contracts.

Coverage ratios and sizing

What goes into the DSCR

Two filed approaches. Nscale and IREN calculate coverage from contracted cash flows under the customer contract, less a defined list of costs, over the collection period. CoreWeave uses net operating income over the last three months. The first is closer to project finance and the second to a corporate test.

What the filed deals show

FacilityNumeratorPeriod
Nscale Ward CountyHistorical cash flows less administrative, senior operating and capped manager costsQuarterly collection period
IREN Hardware 3Contracted cash flows received, adjusted for commodity hedge settlements, less priority waterfall itemsCollection period
CoreWeave DDTL 4.0, 5.0, 5.5Net operating income of the borrower groupThree full fiscal months

Sample wording from the filings

“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.
Nscale Ward County GPU delayed draw credit agreement, definition of “Historical DSCR” · Nscale S-1, Exhibit 10.23 (2026)
“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;
CoreWeave DDTL 4.0 credit agreement, definition of “Debt Service Coverage Ratio” · CoreWeave, Exhibit 10.1 (2026)

Points to negotiate

For lenders

  • Cap manager and affiliate fees in the numerator, as Nscale does, so related-party costs can't inflate coverage.
  • Exclude one-off receipts such as termination payments and insurance proceeds.

For sponsors and borrowers

  • Ask for power hedge settlements to count, as IREN's definition allows.
  • Agree the treatment of the first periods after drawdown, when a three-month look-back has no history.

Coverage ratios and sizing

Minimum DSCR covenant

The financial covenant sits below the cash trap. Missing it is an event of default, usually subject to an equity cure. In the filed GPU deals the covenant is either a thin 1.05x on historical contracted cash flow (Nscale, IREN) or a higher net operating income test at 1.15x to 1.40x (CoreWeave).

What the filed deals show

FacilityCovenantBasis
Nscale Ward County / North Carolina / Europe1.05xHistorical DSCR, each payment date
IREN Hardware 31.05xDSCR, each determination date
CoreWeave DDTL 3.01.40xNOI over three months, monthly
CoreWeave DDTL 4.01.15xNOI over three months, monthly
CoreWeave DDTL 5.0 and 5.51.35xNOI over three months, monthly

Sample wording from the filings

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.
Nscale Ward County GPU delayed draw credit agreement, Section 6.12, financial covenant · Nscale S-1, Exhibit 10.23 (2026)
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.
CoreWeave DDTL 5.5 credit agreement, Section 6.12(a) · CoreWeave, Exhibit 10.1 (2026)
Permit the Debt Service Coverage Ratio to be less than 1.05:1.00, as of any Determination Date (the “Financial Covenant”).
IREN Hardware 3 common terms agreement, Section 6.12, financial covenants · IREN 10-K, Exhibit 10.37 (2026)

Points to negotiate

For lenders

  • Compare the covenant with the cash trap and sizing levels together. The gaps between them are the real protection.
  • Pair a thin covenant with a minimum liquidity covenant, as CoreWeave does.

For sponsors and borrowers

  • Push for the covenant to apply only after the amortisation start date.
  • Ask for the cure right to cover the covenant and any payment shortfall in one go.

Coverage ratios and sizing

Loan sizing: advance rate and sizing DSCR

Each draw is the lower of a percentage of cost and the amount the contract cash flows can support at a sizing DSCR. The filed deals use 90 to 95% of cost and 1.20x to 1.30x projected coverage. Nscale's European facility advances 50 to 55% for some clusters until revenue starts.

What the filed deals show

FacilityCost limbCoverage limb
Nscale Ward County90% of GPU capital expenditureSizing DSCR at least 1.30x each payment date to maturity
IREN Hardware 395% of project costsProjected DSCR at least 1.20x each month to maturity
Nscale Europe50% or 55% for certain clusters before revenue startsIG sizing DSCR (terms partly redacted)

Sample wording from the filings

“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.
Nscale Ward County GPU delayed draw credit agreement, definition of “Tranche Advance Rate” · Nscale S-1, Exhibit 10.23 (2026)
“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.
IREN Hardware 3 common terms agreement, definitions of “Advance Rate” and “Sizing DSCR Requirement” · IREN 10-K, Exhibit 10.37 (2026)

Points to negotiate

For lenders

  • Size on contracted cash flow only, over the contract term, not the GPU's useful life.
  • Lower the advance until the customer accepts the GPUs, as Nscale Europe does.

For sponsors and borrowers

  • Ask for the cost limb to include deployment, networking and installation, as IREN's 'Project Costs' does.
  • Agree a resizing mechanism if the customer adds capacity.

Cures

Equity cure and contract cure

Sponsors can fix a covenant breach by injecting equity. The filed deals allow unlimited cures in the early months and then cap them. Nscale caps cures at six in total and two in a row; CoreWeave DDTL 5.5 allows three in any four months. DDTL 5.5 also allows a 'contract cure': signing a new or renewed customer contract that restores projected coverage and contract value. See equity cure.

What the filed deals show

FacilityCure limitsOther features
Nscale Ward CountyUnlimited until a year after Tranche 3 acceptance; then six in total, never more than two consecutive payment dates30 days after the period to cure; standstill meanwhile; cure equity ignored for the cash trap
CoreWeave DDTL 5.5Unlimited until three months after commitment termination; then three in any four monthsContract cure via a new MSA restoring 1.35x projected DSCR and 2.40x contract value

Sample wording from the filings

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
Nscale Ward County GPU delayed draw credit agreement, Section 7.03(c) and (d) · Nscale S-1, Exhibit 10.23 (2026)
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.
CoreWeave DDTL 5.5 credit agreement, Section 7.03(a)(y) and (c) · CoreWeave, Exhibit 10.1 (2026)

Points to negotiate

For lenders

  • Require cure equity to prepay the loan, or at least sit in a blocked account, rather than just count towards the ratio.
  • Keep cure equity out of the cash trap test, as Nscale does.

For sponsors and borrowers

  • A contract cure is worth asking for in any contracted GPU deal. New revenue fixes the problem at its source.
  • Ask for a standstill on acceleration and enforcement while the cure window runs.

Customer contracts and step-in

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 account. In the US GPU deals this is a 'Consent and Agreement' signed by the customer. Anthropic's filed order with Nscale shows the customer's side: it will negotiate a direct agreement in good faith, but each term, including step-in, has to be agreed.

What the filed deals show

ContractWhat the filing says
Nscale Ward County and North CarolinaConsent and Agreement with the customer due before the first draw
IREN Hardware 3Customer Direct Agreement due by closing
Nscale EuropeDirect agreements with each customer, in form acceptable to the required lenders
Anthropic order (Nscale)Good-faith negotiation; may include notice, cure, standstill, step-in, replacement provider and payment direction, only as mutually agreed

Sample wording from the filings

“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.
Nscale Ward County GPU delayed draw credit agreement, definition of “Customer Direct Agreement” · Nscale S-1, Exhibit 10.23 (2026)
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.
Anthropic order for GPU services (Nscale), financing cooperation provision · Nscale S-1, Exhibit 10.25 (2026)

Points to negotiate

For lenders

  • Make the signed direct agreement a condition to the first draw, not a post-closing covenant.
  • Ask for a replacement-provider right so a new operator can take over the contract.

For sponsors and borrowers

  • Build financing cooperation into the customer contract at signing. It is much harder to get afterwards.
  • Expect the customer to refuse new liabilities or disclosure of its own confidential information.

Customer contracts and step-in

Customer step-in to the financing

The reverse of a lender step-in. Microsoft's Partner Statement of Work with IREN asks the supplier to procure a side letter so that, if the supplier becomes insolvent, Microsoft may keep paying the supplier's financing and colocation obligations and keep receiving the service. Microsoft has the option, not the obligation.

What the filed deals show

ContractTriggerCustomer right
Microsoft PSOW (IREN Hardware 3)Supplier insolvency, bankruptcy filing or assignment for creditorsOption to continue the supplier's payments under the financing and colocation documents and keep the service

Sample wording from the filings

Step-in right. Supplier shall use good faith efforts to procure that concurrently with the closing of any applicable financing or colocation arrangements with any Third Party Operators (as defined below), Microsoft, Supplier and as applicable (i) any parties that have provided financing in relation to this Agreement and (ii) the relevant colocation service provider ("Third Party Operators") will enter into a side letter or other agreement (in form and substance satisfactory to Microsoft, Supplier and such Third-Party Operator) which provides that, upon the occurrence of the insolvency or adjudication of bankruptcy, filing a voluntary petition in bankruptcy, or making an assignment for the benefit of creditors with respect to Supplier, such Third Party Operators will agree to give Microsoft the option to continue to meet Supplier’s payment obligations under the financing documents or colocation services agreement (as applicable) and shall permit the services to be provided in accordance with the terms of this Agreement so long as Microsoft continues to comply with its payment and other obligations thereunder. Microsoft will not have any obligation to exercise this option.
Microsoft Partner Statement of Work, IE US Hardware 3, clause headed “Step-in right” · IREN 10-Q, Exhibit 10.3 (2026)

Points to negotiate

For lenders

  • A customer that can keep paying debt service is a strong credit feature. Make sure the side letter is signed by closing.
  • Check how the customer's option interacts with the lenders' own enforcement rights.

For sponsors and borrowers

  • The obligation is 'good faith efforts', so lenders' and the colocation provider's sign-off is the practical hurdle.
  • Agree the side letter form with lenders early.

Customer contracts and step-in

Hyperscaler recognition agreement (lease backstop)

Google's recognition agreements with TeraWulf and Fluidstack are the filed example of a hyperscaler backstop. If Fluidstack defaults or becomes insolvent, the landlord and Google have 90 days to agree a replacement tenant. Google then chooses to take over the lease or let it end, but can only walk away after the first six years or if under half the capacity is installed.

What the filed deals show

AgreementWindowGoogle's options
Google recognition agreement, Abernathy (form)90-day new tenant process, then 30-day verificationAssume the sublease and pay rent due, or (only after year six or below 50% installed capacity) let it terminate

Sample wording from the filings

Thereupon, Landlord and Google will have a period of 90 days to identify and mutually agree upon (via a signed written amendment) a tenant to assume the Fluidstack Sublease … Google will have the option to elect, by written notice of the same to Landlord (the “Google Election Notice”) to either: (i) allow the Fluidstack Sublease to be terminated by Landlord (the “Google Rejection Option”); or (ii) pay all Rent under the Fluidstack Sublease that is then, currently, properly due and owing by Fluidstack to Landlord and assume the Fluidstack Sublease as the Tenant thereunder (the “Google Assumption Option”); provided that, the Google Rejection Option will only be available if: (a) the FS Default Trigger occurs after the first six (6) years of the initial term of the Fluidstack Sublease; or (b) the Premises (as defined under the Fluidstack Sublease) have equipment installed which when in operation are capable of consuming less than 50% of the Baseline Capacity
Form of Google recognition agreement, Abernathy, Section 4, Google options related to FS event of default · TeraWulf 10-K, Exhibit 10.32 (2026)

Points to negotiate

For lenders

  • Lend against the period where assumption is mandatory. The rejection option changes the credit after year six.
  • Check who pays rent during the 90-day window. Here Google does, at the lower of base and discounted rent.

For sponsors and borrowers

  • The backstop prices the lease off the hyperscaler's credit. Give lenders the recognition agreement early.
  • Read the related ground lease recognition agreements: they give Google cure and assumption rights against the landowner too.

Customer contracts and step-in

Data centre access and step-in letters

GPUs sit in someone else's building. Lenders need the right to enter, remove or keep running the equipment. CoreWeave DDTL 5.5 requires collateral access agreements and step-in rights letters with each data centre counterparty within 120 days, on a commercially reasonable efforts basis. Nscale Europe uses an Icelandic contractual rights pledge, with the landlord's acknowledgement of step-in rights.

What the filed deals show

FacilityRequirementTiming
CoreWeave DDTL 5.5Collateral access agreements and step-in rights letters with data centre counterparties120 days after closing, commercially reasonable efforts
Nscale Europe (Iceland)Contractual rights pledge with landlord notice, acknowledgement and step-inPer site

Sample wording from the filings

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).
CoreWeave DDTL 5.5 credit agreement, Section 5.20(b) and (c) · CoreWeave, Exhibit 10.1 (2026)
“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
Nscale Europe GPU delayed draw credit agreement, definition of “Icelandic Contractual Rights Pledge Agreement” · Nscale S-1, Exhibit 10.14 (2026)

Points to negotiate

For lenders

  • Ask for the access agreement before funding where the colocation provider is a third party.
  • Cover power and cooling, not just physical access. A step-in is worthless if the hall goes dark.

For sponsors and borrowers

  • Colocation providers resist step-in. Agree a form with them at the lease stage.
  • Use efforts-based post-closing undertakings where timing is tight, as CoreWeave did.

GPU security and the asset

Security package across jurisdictions

When GPUs sit in several countries, each needs local security. Nscale's European facility lists a New York collateral agreement plus an English debenture and share pledge, Norwegian, Portuguese, Irish and Dutch security, and an Icelandic general bond over collateral in Iceland.

What the filed deals show

FacilitySecurity documents named
Nscale EuropeCollateral Agreement, control agreements, English debenture and share pledge, Norwegian, Portuguese, Irish and Dutch security, Icelandic general bond and contractual rights pledge

Sample wording from the filings

“Security Documents” shall mean the Collateral Agreement, each Control Agreement, the Debenture, the UK Share Pledge, each Norwegian Security Documents, the Portuguese Security Agreement, the Icelandic General Bond, the Icelandic Contractual Rights Pledge Agreement, the Irish Security Document, the Dutch Security Document and the share pledge agreement … “Icelandic General Bond” shall mean a first priority general bond (Icel. tryggingarbréf), dated on or prior to the Closing Date, as amended, restated, supplemented or otherwise modified from time to time, including in connection with any Annexes later affixed thereto, providing for a first-priority security interest over the Collateral located in Iceland
Nscale Europe GPU delayed draw credit agreement, definitions of “Security Documents” and “Icelandic General Bond” · Nscale S-1, Exhibit 10.14 (2026)

Points to negotiate

For lenders

  • Map every site to a governing law before signing. Security follows the equipment.
  • Add a covenant restricting moves of GPUs between countries without new security.

For sponsors and borrowers

  • Each jurisdiction adds cost and time. Concentrate collateral where you can.
  • Check registration and stamp costs early, especially for floating charges.

GPU security and the asset

Serial numbers and location reporting

Security over thousands of servers depends on knowing which ones are financed and where they are. Nscale's Ward County facility requires rack serial numbers and data centre locations within 60 days after each borrowing; an invoice listing the serial numbers is enough.

What the filed deals show

FacilityRequirement
Nscale Ward CountyRack serial numbers and data centre locations within 60 days after each borrowing; invoice suffices

Sample wording from the filings

The Borrower shall provide the Administrative Agent, within sixty (60) days after the date of each Borrowing, with the serial numbers with respect to the applicable racks of the GPU Servers that were acquired by the Borrower with the proceeds of such Borrowing, together with the reasonably detailed locations of the data centers in which such GPU Servers are located; provided that the parties agree that delivery by the Borrower of an invoice listing such serial numbers to the Administrative Agent is sufficient to satisfy this Section 5.22.
Nscale Ward County GPU delayed draw credit agreement, Section 5.22 · Nscale S-1, Exhibit 10.23 (2026)

Points to negotiate

For lenders

  • Ask for asset tagging and an updated register on every swap-out, not just at drawdown.
  • Tie the serial list to the security filing description.

For sponsors and borrowers

  • Agree that supplier invoices satisfy the requirement, as here.
  • Allow spares swaps without fresh consent.

GPU security and the asset

GPU spares and replacement

GPUs fail. Nscale's Ward County facility requires a stock of spare servers (or the contractual right to access them) as a percentage of contracted servers. The percentages are redacted, but they step up as warranties near expiry, and a spares reserve account backs it.

What the filed deals show

FacilityRequirement
Nscale Ward CountySpare GB300 and VR200 servers as a % of contracted servers, stepping up 12, 9 and 6 months before warranty expiry; GPU spares reserve account

Sample wording from the filings

Subject to the Spares Failure Covenant, maintain, or otherwise have the contractual right to access, an excess inventory of GPU Servers (“GPU Spares”) in an amount equal to at least: (i) beginning on the initial Delayed Draw Funding Date, (x) with respect to VR200 GPU Spares, [***]% and (y) with respect to GB300 GPU Spares, [***]%, in each case, of all then-contracted GPU Servers in connection with the Customer Contract until (but excluding) the date that is 12 months before the earliest date on which the warranty coverage for any of the GPU Servers expires (the “Warranty Expiration Date”); … “GPU Replacement Cost” shall mean, in respect of any GPU Server of the Borrower as of any date of determination, the replacement cost to the Borrower in respect of such GPU Server, determined based on the purchase price set forth in one or more bona fide written quotations obtained from unaffiliated, reputable manufacturers, distributors or other suppliers for the sale of GPU Servers of the same model and substantially the same specifications as the applicable GPU Servers being replaced, including all applicable taxes, shipping, handling, installation and other costs necessary to place such replacement GPU Servers into service in the DC.
Nscale Ward County GPU delayed draw credit agreement, Section 5.19(a) and definition of “GPU Replacement Cost” · Nscale S-1, Exhibit 10.23 (2026)

Points to negotiate

For lenders

  • Step up the spares requirement as warranties run off.
  • Price replacements from third-party quotes, not the sponsor's own book value.

For sponsors and borrowers

  • A right to access spares (for example from the OEM) can stand in for holding inventory.
  • Ask for failure-rate based adjustments in both directions.

GPU security and the asset

GPU depreciation in the loan documents

Some facilities fix a depreciation curve in the documents, used for release prices and asset tests. IREN and CoreWeave DDTL 4.0 both use six-year straight-line depreciation. See GPU depreciated amount.

What the filed deals show

FacilityUseful lifeMethod
IREN Hardware 3Six yearsStraight line, Schedule 1.1(d)
CoreWeave DDTL 4.0Six yearsStraight line under GAAP, half-month convention

Sample wording from the filings

“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.
IREN Hardware 3 common terms agreement, definition of “GPU Depreciated Amount” · IREN 10-K, Exhibit 10.37 (2026)
“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.
CoreWeave DDTL 4.0 credit agreement, definition of “GPU Depreciated Amount” · CoreWeave, Exhibit 10.1 (2026)

Points to negotiate

For lenders

  • Compare the documented life with the loan tenor and the contract term. Six-year depreciation on a five-year loan leaves little residual cushion.
  • Use the curve for release prices on asset sales.

For sponsors and borrowers

  • Match the documented life to your accounting policy to avoid two sets of numbers.
  • Agree the convention for partial months up front.

GPU security and the asset

Remarketing right and RVG on non-acceptance

If the customer validly rejects a tranche of GPUs, the borrower must sell or redeploy them within a short window. In Nscale's Ward County facility the parent gets a 10 business day right of first offer at a price at least covering the prepayment, within a 60-day RVG period. IREN's equivalent is a remarketing right backed by a limited parent guarantee.

What the filed deals show

FacilityTriggerMechanism
Nscale Ward CountyValid customer termination of a tranche for non-acceptanceParent ROFO for 10 business days, sale within a 60-day RVG period
IREN Hardware 3Valid termination of a tranche for non-acceptance, with refund of the upfront amountDispose of the infrastructure to the parent at full price or to a third party within the remarketing period

Sample wording from the filings

“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.
Nscale Ward County GPU delayed draw credit agreement, definitions of “RVG Triggering Event” and “RVG Period” · Nscale S-1, Exhibit 10.23 (2026)
“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:
IREN Hardware 3 common terms agreement, definition of “Remarketing Right” · IREN 10-K, Exhibit 10.37 (2026)

Points to negotiate

For lenders

  • Back the remarketing obligation with a parent guarantee, as IREN does.
  • Set the ROFO price floor at prepayment plus hedge breakage.

For sponsors and borrowers

  • Keep the window long enough to find a buyer in a moving market.
  • Allow redeployment to another eligible contract as an alternative to sale.

GPU security and the asset

Casualty event

Defines when damage to the GPUs triggers insurance proceeds and mandatory prepayment. The wording varies in one telling word: CoreWeave refers to 'all or a portion' of the infrastructure; Nscale to 'all or a material portion'.

What the filed deals show

FacilityThreshold
CoreWeave DDTL 4.0All or a portion of any Infrastructure materially damaged, destroyed or rendered unfit
Nscale Ward CountyAll or a material portion of any Infrastructure materially damaged, destroyed or rendered unfit

Sample wording from the filings

“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.
CoreWeave DDTL 4.0 credit agreement, definition of “Casualty Event” · CoreWeave, Exhibit 10.1 (2026)
“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.
Nscale Ward County GPU delayed draw credit agreement, definition of “Casualty Event” · Nscale S-1, Exhibit 10.23 (2026)

Points to negotiate

For lenders

  • Keep the threshold low and set a separate de minimis for reinvestment.
  • Require loss payee and lender endorsements on the GPU policy.

For sponsors and borrowers

  • A materiality qualifier avoids prepayment mechanics for routine hardware failures.
  • Ask for a reinvestment right before proceeds go to prepayment.

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Method

Extracts are copied from the filed documents without edits other than whitespace. An ellipsis marks omitted text, and [*] or [***] marks the filer's own redactions. Defined terms carry the meaning given in each document, so read an extract with the full agreement before relying on it. The comparison tables summarise the same filings. The notes on points to negotiate are general and are not advice on any transaction.

Coverage: STACK, Centersquare and Compass master indentures; CoreWeave DDTL 3.0, 4.0 and 5.5; IREN Hardware 3 and the Microsoft partner statement of work; Nscale Ward County, North Carolina and Europe facilities and the Anthropic order; the Google recognition agreement for Abernathy. If a newer filing changes a term, tell us.

Randeep Bubbra

InfraCompute Weekly

The week in compute finance, read from the filings.

Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.

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