On a payment default, can the hyperscaler keep the lease going without taking it over?
Where Fluidstack misses rent but is not insolvent, Google can defer its choice. While it defers, Google pays the unpaid rent, past and future, and the landlord keeps that money free of any claim, set-off or counterclaim. The landlord must chase Fluidstack, through the courts if needed, and pass what it recovers back to Google. Deferral ends if Fluidstack becomes insolvent, Google misses a payment or Google ends it, and the 30-day clock to choose then starts again. If Fluidstack catches up first, the default counts as cured.
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What the filed contracts say
Contract
What the filed wording says
Google recognition (TeraWulf)
Only a payment default without insolvency opens the deferral option.
Google recognition (TeraWulf)
While deferring, Google pays all unpaid rent, past and future, and the landlord keeps it free of claims, set-off and counterclaim.
Google recognition (TeraWulf)
The landlord must pursue Fluidstack, including through litigation, and pay recoveries back to Google.
Google recognition (TeraWulf)
Deferral ends on Fluidstack’s insolvency, a missed Google payment or Google’s notice. If Fluidstack pays everything first, the default is deemed cured.
The filed wording
Notwithstanding the foregoing, if an FS Default Trigger has occurred only under clause (ii) of such definition, but no Insolvency Event has occurred (such event an “FS Payment Default Trigger”), then Google will have the option (the “Deferral Option”) to elect during the Verification Period, by written notice to Akela, to neither elect the Google Rejection Option or the Google Assumption Option, and instead defer such election until the Deferral Option End Date (as defined in Section 4(e)).
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.
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.
