Assignment to lenders and change of control

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

A lender needs security over the customer contract and the right to enforce it. Most MSAs bar assignment without consent, so the question is whether a financing assignment is carved out, and whether a change of control lets the customer leave. Anthropic’s order with Nscale allows a collateral assignment to lenders on notice, provided the lender is not sanctioned or an Anthropic competitor.

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile · Updated 29 October 2026

What the filed contracts say

Contract	What the filed wording says
CoreWeave / Meta MSA	Consent is needed, but withholding it for an assignment to a vetted affiliate to finance an order form is unreasonable.
Sharon AI MSA	Either party may assign on notice to a lender to whom the MSA is assigned or charged as security, or to a person enforcing that security.
CoreWeave / Microsoft MSA	Consent not to be unreasonably withheld, with an M&A carve-out; Microsoft may terminate on a CoreWeave acquisition or a change of control to a direct competitor.
CoreWeave / OpenAI MSA	CoreWeave may tell its institutional lenders about the contract only on notice to OpenAI and on equivalent confidentiality terms.
Anthropic / Nscale GPU order	The provider may pledge or collaterally assign the agreement and its receivables to a lender for the equipment and resources, on notice.
Anthropic / Nscale GPU order	The provider stays liable, and the lender must not be a sanctioned person or an Anthropic competitor.
Anthropic / Nscale GPU order	Payment to either the provider or the lender discharges Anthropic.

The filed wording

Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld). For the avoidance of doubt, withholding consent in connection with an assignment to an affiliate who passes Customer’s vendor onboarding process for the purpose of financing an Order Form subject to this agreement is unreasonable.

CoreWeave–Meta master services agreement, section 15(e) · CoreWeave 8-K, Exhibit 10.1

Customer step-in on provider insolvency Mortgages, SNDAs and collateral assignment GPU security by country Put it on an issues list All contract clauses

On the deal pages

Financings by the parties to these contracts

The latest debt raised by the companies that signed them, with the terms and the sources on each deal page.

Financing	Borrower or issuer	Date	Amount
GPU secured loan	Sharon AI	1 October 2026	US$356m
CoreWeave 2.875% convertible senior notes due 2033	CoreWeave	18 September 2026	US$4.2bn
Pre-IPO convertible loan-note subscription (initial minimum)	Nscale	15 September 2026	US$2.1bn
Dell short-term equipment lease payment schedules (aggregate)	Nscale	4 September 2026	US$2.54bn
North Carolina GPU DDTL	Nscale	31 August 2026	US$1.2bn

Method

Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. 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.