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The contracts behind the financings.

A GPU or data centre loan is only as good as the contracts it lends against. These are the customer contracts, data centre and chip leases, colocation agreements, power and construction contracts, recognition agreements and guarantees, and the platform equity and joint venture agreements behind the projects, filed on SEC EDGAR and read clause by clause in the filed wording: what each says on the points a lender or investor will ask about, and what to negotiate.

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

Contracts
43
Clauses
110
Filed extracts
392
Redaction marks in the filed copies
1,281

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Data centre developer or operator

Leases, backstops, power, construction, development loans and JVs.

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GPU cloud or neocloud

Customer contracts, colocation, chips, chip leases and your own revolver.

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Lender

What you lend against, and what the borrower’s customer has borrowed itself.

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Equity investor or sponsor

Platform equity, development JVs and the contracts the projects rest on.

GPU capacity contracts

16 clauses
4 contracts

Customer termination rights

Can the customer walk away before the term ends?

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3 contracts

Late delivery: delay credits and the long-stop

What does the provider owe if the GPUs are late, and when can the customer cancel?

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6 contracts

Acceptance testing and when fees start

When does the service term, and the obligation to pay, start?

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3 contracts

Customer default: fees for the rest of the term

If the provider terminates for the customer's breach, does the customer still owe the remaining fees?

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3 contracts

Customer step-in on provider insolvency

Can the customer keep the GPUs running if the provider fails?

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5 contracts

Assignment to lenders and change of control

Can the provider charge the contract to its lenders, and what happens on a sale?

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6 contracts

Liability caps

How much can each side recover, and what sits outside the cap?

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3 contracts

Service levels, hardware failure and fee abatement

What happens to the fees when the GPUs are down?

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1 contracts

Late chips: allocation, component constraints and delay relief

If the GPUs arrive late from NVIDIA or the server maker, who carries the delay?

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1 contracts

Next-generation chips and server substitution

Can the customer move to the next GPU generation, and can the provider swap servers?

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4 contracts

Export controls and sanctions in GPU capacity contracts

Who carries export control risk in a GPU capacity contract, and what happens if the rules change?

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1 contracts

Customer contracts conditional on the provider’s financing

What does a customer agree to so the provider can finance the GPUs?

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2 contracts

Financing cooperation, estoppels and payment directions

What must a GPU customer do to help its provider borrow against the contract?

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2 contracts

Pay without set-off: the hell or high water clause

Can a GPU customer hold back fees because of a dispute under another contract with the provider?

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1 contracts

A licence, not a lease: title and no customer liens

Does a GPU customer that prepays get any interest in the servers?

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2 contracts

Insolvency termination, and the lender carve-out

Can a GPU customer terminate because its provider becomes insolvent or its lender enforces?

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Data centre leases

10 clauses
2 contracts

Lease delivery dates and late delivery credits

What does the landlord owe if the data hall and power are late?

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2 contracts

Tenant early termination and the termination fee

Can the tenant end the lease early, and what does it cost?

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4 contracts

Power: pass-through and the utility contract

Who pays for the electricity, and who holds the utility contract?

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3 contracts

Mortgages, SNDAs and collateral assignment

How are the landlord's and the tenant's lenders protected?

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1 contracts

A GPU supplier guarantees the rent

Who stands behind a neocloud’s data centre rent, and can a chip supplier be the guarantor?

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1 contracts

The anchor customer steps into the lease

If a neocloud tenant becomes insolvent, can its customer take over the data centre lease?

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2 contracts

Leasehold mortgages and lender cure rights

Can the tenant’s lenders take security over the lease, and what protects them if the tenant defaults?

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2 contracts

How data centre rent is set: per kW, or a share of value

Is data centre rent priced on power, on land or on the value of what is built?

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1 contracts

Decommissioning, sinking funds and credit support

Who pays to clear the site at the end of a long ground lease, and how is that secured?

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2 contracts

Change of control and assignment of a data centre lease

Does a sale or IPO of the tenant need the landlord’s consent, and what test must an assignee meet?

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Backstops and guarantees

11 clauses
2 contracts

Hyperscaler recognition agreements

What does the hyperscaler backstop actually commit to?

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2 contracts

Springing and limited parent guarantees

When does the parent company stand behind its financing SPV?

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2 contracts

The default trigger and the deadlines

When does the hyperscaler have to choose, and what happens if it says nothing?

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2 contracts

Where the termination fee goes, and what the hyperscaler gets for it

If the hyperscaler lets the lease go, how does its money reach the landlord’s debt?

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1 contracts

The hyperscaler pays the rent while it decides

On a payment default, can the hyperscaler keep the lease going without taking it over?

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2 contracts

When the hyperscaler takes over the lease

If the hyperscaler steps in as tenant, what does it take on, and can it get out?

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1 contracts

The hyperscaler’s own equipment in the hall

If the hyperscaler owns servers in a neocloud’s space, how are they protected and removed?

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1 contracts

Why the parent guarantee springs, and what makes it spring

Why would a parent guarantee only spring later, and which events should trigger it?

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1 contracts

A letter of credit behind the guarantee

What letter of credit does a landlord ask for alongside a parent guarantee?

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2 contracts

The guarantee in the SPV’s bankruptcy

Does the guarantee hold if the SPV files, rejects the lease or has payments clawed back?

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1 contracts

The remarketing guarantee when the customer walks

If the hyperscaler cancels a GPU tranche before acceptance, what does the parent cover?

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AI lab credit agreements

6 clauses

Neocloud corporate revolvers

5 clauses

Colocation and hosting

8 clauses

Power

9 clauses

GPU supply and export controls

8 clauses

Development loans

5 clauses

Platform preferred equity

7 clauses

Development joint ventures

6 clauses

Data centre construction

5 clauses

Long-lead equipment

4 clauses

Compute equipment leases

10 clauses
2 contracts

A chip lease that is really a loan

Is a lease of AI chips a true lease or a secured financing, and why does it matter?

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2 contracts

Hell or high water rent on chips

Can the lessee stop paying rent if the chips are late, faulty or lost?

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1 contracts

What a chip lessor needs from the data centre

Before leased chips go into a data centre, what must the site owner, operator and their lenders sign?

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1 contracts

If the data centre’s landlord or tenant fails

What happens to leased chips if the data centre landlord goes bankrupt or the tenant defaults?

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1 contracts

Loss, damage and insurance of leased chips

Who bears the risk if leased chips are destroyed, who insures them and where do the proceeds go?

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2 contracts

Default and repossession of leased chips

When can a chip lessor repossess, switch off or sell the equipment?

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1 contracts

Buying out leased chips to cure a default

Can the lessee stop a repossession by buying the chips, and at what price?

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2 contracts

Returning leased chips

In what condition must leased chips come back, and who stores them?

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2 contracts

Selling down a chip lease

Can the lessor sell or finance the lease, and who is it barred from selling to?

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2 contracts

Vendor financing of GPU servers, and the bank loan that takes it out

How does GPU vendor financing work, and how does a project loan refinance it?

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The contracts

What is quoted, and where it is filed

Every contract here is a public SEC exhibit. The redaction count is the number of [***] or [*] marks in the filed copy: the higher it is, the more of the commercial terms the filer kept back.

43 filed contracts
ContractTypeDatedFiled asRedaction marksQuoted in
CoreWeave–Microsoft master services agreement
CoreWeave (provider) and Microsoft (customer)
GPU capacity contract22 February 2023CoreWeave S-1, Exhibit 10.2355 clauses
CoreWeave–NVIDIA master services agreement
CoreWeave (provider) and NVIDIA (customer)
GPU capacity contract10 April 2023CoreWeave S-4/A, Exhibit 10.31471 clause
CoreWeave–Meta master services agreement
CoreWeave (provider) and Meta Platforms (customer)
GPU capacity contract10 December 2023CoreWeave 8-K, Exhibit 10.1243 clauses
CoreWeave–OpenAI master services agreement (bare metal)
CoreWeave (provider) and OpenAI OpCo (customer)
GPU capacity contract7 March 2025CoreWeave S-1/A, Exhibit 10.24463 clauses
IREN–Microsoft partner statement of work (Childress)
IE US Hardware 3, an IREN subsidiary (supplier), and Microsoft (customer)
GPU capacity contract2 November 2025IREN 10-Q, Exhibit 10.3825 clauses
Nscale–Microsoft partner statement of work (Narvik)
Nscale Ventures Holdings Norway (supplier) and Microsoft Ireland Operations (customer)
GPU capacity contract2026Nscale S-1, Exhibit 10.19715 clauses
Anthropic–Nscale order for GPU services (Vera Rubin NVL72), form filed with Nscale’s registration statement
Nscale GPU MCC B1.1 LLC, an Nscale subsidiary (provider), and Anthropic PBC (customer)
GPU capacity contract2026Nscale S-1, Exhibit 10.2510111 clauses
Sharon AI master services agreement (8,208 B300 GPUs)
SAI AU No.2, a Sharon AI subsidiary (provider), and SPOCHUB Solutions and ESDS Cloud FZ-LLC (customers)
GPU capacity contract31 March 2026Sharon AI 10-Q, Exhibit 10.17406 clauses
Boost Run–Cohere service agreement (GB300 NVL72), drafted for the provider’s lenders
Boost Run LLC (provider), with Boost Run Inc. as parent guarantor, and Cohere Inc. (customer)
GPU capacity contract30 September 2026Boost Run 8-K, Exhibit 10.1106 clauses
Fermi 99-year ground lease with the Texas Tech University System for its Amarillo data centre and power campus
The Texas Tech University System and Texas Tech University (landlord) and Fermi SPE, LLC (tenant)
Data centre lease14 May 2025Fermi S-11, Exhibit 10.9None4 clauses
Applied Digital–CoreWeave datacenter lease, Building 2 (Ellendale)
APLD ELN-02 (landlord) and CoreWeave (tenant)
Data centre lease28 May 2025Applied Digital 8-K, Exhibit 10.11364 clauses
Ionic Digital net lease of its Cedarvale campus (Barstow, Texas) to Nscale, 234 MW plus 89 MW expansion
Ionic Digital Cedarvale LLC (landlord) and Nscale Ward County LLC (tenant), with a GPU supplier guaranty and an Nscale parent guaranty
Data centre lease14 October 2025Ionic Digital S-1, Exhibit 10.16266 clauses
Assignment, assumption and consent, Building 3 lease (CoreWeave to its SPV)
CoreWeave (assignor), CoreWeave Compute Acquisition Co. VIII (assignee) and APLD ELN-03 (landlord)
Data centre lease30 March 2026Applied Digital 8-K/A, Exhibit 10.312 clauses
Form of data center lease (Blackstone Digital Infrastructure Trust)
Form between landlord and tenant, with the filer's notes on expected terms
Data centre lease29 April 2026Blackstone Digital Infrastructure Trust S-11/A, Exhibit 10.424 clauses
Supermicro–4701 Santa Fe master colocation services agreement (Vernon)
4701 Santa Fe, LLC (supplier) and Super Micro Computer (customer)
Colocation or hosting agreement14 June 2024Supermicro 8-K, Exhibit 10.1None8 clauses
Supermicro–4701 Santa Fe service order MCSA-001 (21 MW, Vernon)
4701 Santa Fe, LLC (supplier) and Super Micro Computer (customer)
Colocation or hosting agreement14 June 2024Supermicro 8-K, Exhibit 10.2None3 clauses
Supermicro–Lambda sublicense of the Vernon data halls
Super Micro Computer (sublicensor) and Lambda (sublicensee)
Colocation or hosting agreement14 June 2024Supermicro 8-K, Exhibit 10.3None4 clauses
Enovum (WhiteFiber)–Nscale master services agreement (NC-1)
Enovum NC-1 Bidco, a WhiteFiber subsidiary (provider), and Nscale Services US and Nscale Global Holdings (customer)
Colocation or hosting agreement22 November 2025WhiteFiber 10-K, Exhibit 10.29208 clauses
Google recognition agreement, Lake Mariner
Akela Data (TeraWulf, landlord), Fluidstack (tenant) and Google
Recognition agreement or guarantee13 August 2025TeraWulf 8-K, Exhibit 10.116 clauses
Amended and restated Google recognition agreement, Barber Lake
Cipher Barber Lake (landlord), Fluidstack (tenant) and Google
Recognition agreement or guarantee20 November 2025Cipher Mining 8-K, Exhibit 10.1124 clauses
CoreWeave springing guaranty of the Building 2 SPV lease
CoreWeave (guarantor) to APLD ELN-02 (landlord)
Recognition agreement or guarantee30 March 2026Applied Digital 8-K/A, Exhibit 10.1114 clauses
IREN limited parent guarantee (remarketing right)
IREN Limited (guarantor) to the collateral agent for the IE US Hardware 3 lenders
Recognition agreement or guarantee29 May 2026IREN 10-K, Exhibit 10.38None3 clauses
AES Ohio Data Center Tariff (Sheet D23), in the 2027–2029 rate plan settlement
The Dayton Power and Light Company, trading as AES Ohio (utility), for data centre customers; settlement filed with the Public Utilities Commission of Ohio
Utility data centre tariff21 July 2026DPL 8-K, Exhibit 10.1None3 clauses
Mobile Energy Rentals (Solaris)–CTC Property amended and restated master equipment rental agreement for behind-the-meter turbines
Mobile Energy Rentals, a Solaris Energy Infrastructure subsidiary (lessor), and CTC Property LLC (data centre customer)
Power generation agreement28 April 2025Solaris Energy Infrastructure 10-Q, Exhibit 10.4145 clauses
Galaxy Helios I credit agreement (Helios data centre, leased to CoreWeave)
Galaxy Helios I LLC, a Galaxy Digital subsidiary (borrower), and its lenders
Credit agreement (power, chip or equipment terms)15 August 2025Galaxy Digital 8-K/A, Exhibit 10.11643 clauses
Nscale Drift II senior facility agreement (GB200 NVL72 GPUs at Glomfjord, Norway), as amended and restated on 22 September 2025
Nscale Drift II Holdings Ltd (borrower), with Macquarie Bank Limited (London Branch) as agent, security agent and issuing bank; English law
Credit agreement (power, chip or equipment terms)22 September 2025Nscale S-1, Exhibit 10.12183 clauses
Fermi turbine warehouse equipment supply loan (Siemens and GE gas turbines), MUFG as agent
Fermi Turbine Warehouse LLC, a Fermi subsidiary (borrower), Firebird Equipment Holdco (guarantor) and MUFG Bank (agent and lender)
Credit agreement (power, chip or equipment terms)10 February 2026Fermi 8-K, Exhibit 10.143 clauses
Fermi high voltage equipment master loan agreement (Keystone), for the campus at Texas Tech
Fermi High Voltage Warehouse LLC, a Fermi subsidiary (borrower), with Keystone National Group as agent and Keystone Private Income Fund as initial lender; Fermi gives a limited guaranty
Credit agreement (power, chip or equipment terms)19 February 2026Fermi 8-K, Exhibit 10.133 clauses
IREN Hardware 3 common terms agreement (Dell GPU servers for the Microsoft contract)
IE US Hardware 3 LLC, an IREN subsidiary (company), and its lenders and noteholders
Credit agreement (power, chip or equipment terms)29 May 2026IREN 10-K, Exhibit 10.37222 clauses
Nscale Ward County GPU delayed draw credit agreement ($1.85bn)
Nscale Ward County Borrower SPV, LLC (borrower), Nscale Ward County, LLC (affiliate guarantor), the lenders, and U.S. Bank Trust Company, National Association (administrative agent and collateral agent)
Credit agreement (power, chip or equipment terms)27 August 2026Nscale S-1, Exhibit 10.231071 clause
Talen (Cumulus)–Amazon purchase agreement for the Berwick data centre campus at Susquehanna
Cumulus Data and Cumulus Real Estate Holdings, Talen Energy subsidiaries (seller), and Amazon Data Services (buyer)
Data centre campus purchaseMarch 2024Talen Energy S-1, Exhibit 10.24None1 clause
Nscale Ward County data centre design-build agreement (AIA A141, four buildings near Odessa, Texas)
Nscale Ward County LLC, an Nscale subsidiary (owner), and Trinity GC (design-builder)
Design-build construction contract28 January 2026KiNRG S-1/A, Exhibit 10.13195 clauses
Broadcom master equipment lease of Google TPU8i pods to an Anthropic subsidiary
Broadcom Inc. (lessor, buying the pods from Google) and AI Infrastructure OpCo II, LLC (lessee), with Anthropic, PBC as guarantor
Compute equipment lease (TPU or GPU pods)31 March 2026Anthropic S-1/A, Exhibit 10.111209 clauses
Dell Financial Services global framework agreement with Nscale’s Ward County SPV (GPU vendor financing, filed form)
Dell Financial Services L.L.C. (funder) and Nscale Ward County Borrower SPV, LLC (customer)
Compute equipment lease (TPU or GPU pods)17 April 2026Nscale S-1, Exhibit 10.2036 clauses
Macquarie development loan to Applied Digital (APLD FAR-01), $50m, repayable when a 200 MW lease is signed
APLD FAR-01 LLC (borrower), with Applied Digital as parent, and Macquarie Equipment Capital, Inc. (lender)
Development loan (before the lease is signed)9 September 2025Applied Digital 8-K, Exhibit 10.1112 clauses
Macquarie development loan to Applied Digital (APLD DevCo), $100m, for a hyperscale campus before the lease
APLD DevCo LLC (borrower), with Applied Digital as parent, and Macquarie Equipment Capital, Inc. (lender)
Development loan (before the lease is signed)18 December 2025Applied Digital 8-K, Exhibit 10.1135 clauses
Anthropic amended and restated revolving credit agreement ($15bn), with its compute financing carve-outs
Anthropic, PBC (borrower), the lenders, and Morgan Stanley Senior Funding, Inc. (administrative agent and collateral agent)
AI lab credit agreement (the customer’s own borrowing)4 September 2026Anthropic S-1, Exhibit 10.10276 clauses
Dell purchase agreement with IREN’s Hardware 3 subsidiary (GPU servers), amending Dell’s Commercial Terms of Sale
IE US Hardware 3 Inc., an IREN subsidiary (customer), and Dell Marketing L.P. (supplier)
GPU server supply contract2 November 2025IREN 10-Q, Exhibit 10.465 clauses
Dell non-cancellable, non-returnable order terms for IREN’s GB300 servers (four delivery phases)
IE US Hardware 3 Inc., an IREN subsidiary (customer), and Dell Marketing L.P. (supplier)
GPU server supply contract2 November 2025IREN 10-Q, Exhibit 10.5423 clauses
Nscale revolving credit and guaranty agreement, with its GPU SPV carve-outs
Nscale Global Holdings Limited (borrower), the other obligors, the lenders and issuing banks, JPMorgan Chase Bank, N.A. (administrative agent) and GLAS Americas LLC (collateral agent)
Neocloud corporate revolver (the provider’s own borrowing)8 May 2026Nscale S-1, Exhibit 10.18275 clauses
Macquarie preferred equity in Applied Digital’s HPC platform: amended and restated unit purchase agreement (up to $450m)
APLD HPC TopCo 2 LLC (issuer), MIP HPC Holdings, LLC (purchaser, a Macquarie Asset Management fund), Applied Digital Corporation and APLD HPC TopCo LLC
Preferred equity in a data centre platform3 October 2025Applied Digital 8-K, Exhibit 10.183 clauses
APLD HPC TopCo 2 amended and restated LLC agreement (Macquarie preferred units, Applied Digital common units)
APLD Holdings 2 LLC (Applied Digital’s holding company, common member) and MIP HPC Holdings, LLC (Macquarie investor, preferred member)
Preferred equity in a data centre platform6 October 2025Applied Digital 8-K, Exhibit 10.2344 clauses
MARA–Starwood strategic agreement to develop MARA’s sites as data centres through joint ventures
Starwood Capital Group Global III, L.P. (capital partner and developer) and MARA USA Corporation (landowner), with MARA Holdings as parent
Development joint venture (landowner and capital partner)26 February 2026MARA Holdings 8-K, Exhibit 10.146 clauses

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The financing side

The clause library quotes the credit agreements and indentures; What's market sets out the filed range on each financing term; the clause compare tool puts your draft against the filed wording.

Negotiating with one of these companies? Counterparty profiles gather what each hyperscaler, AI lab and GPU cloud has signed, and the financeability check marks your own draft against the filed range.

Method

Contracts are added when they are filed as SEC exhibits. Each extract is checked against the filed text when it is added, and the build stops if one is not found. 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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