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Customer contracts conditional on the provider’s financing
What does a customer agree to so the provider can finance the GPUs?
Anthropic’s order is built around Nscale’s financing. Nscale must use best efforts to raise financing for the GPU systems and the data centre on market terms by a longstop date, and report on progress. Anthropic may see the lender terms and the data room. Until financing closes, Nscale may not offer capacity at the site to anyone else. If financing fails by the longstop, either side may walk away. At Nscale’s request the four tranches sit in four separate agreements, and any lender direct agreement must let all four keep running together.
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What the filed contracts say
Contract
What the filed wording says
Anthropic / Nscale GPU order
The provider must use best efforts to secure financing for the GPUs and the data centre, on market terms for a customer of Anthropic’s credit, by a longstop date.
Anthropic / Nscale GPU order
Anthropic can ask for status updates, data room access, lender information and the financing terms.
Anthropic / Nscale GPU order
Until financing closes, no capacity at the site may be offered or allocated to anyone else.
Anthropic / Nscale GPU order
If financing is not in place by the longstop date, either side may terminate with no further liability.
Anthropic / Nscale GPU order
The four tranches sit in four agreements at the provider’s request; lender direct agreements must let all four keep operating together after a default.
The filed wording
(c) Provider agrees and acknowledges that, at Provider’s request to facilitate Provider’s and Parent’s efforts to secure Qualifying Financing, Anthropic is entering into separate agreements with Provider and other Affiliates of Provider (all of which are Controlled by Parent) for all four (4) tranches at the Site (such Affiliates, the “Other Providers,” and such agreements, the “Other Agreements”), instead of a single agreement (the “Separation”). Accordingly, Provider will coordinate and align with Parent and the Other Providers to ensure that (i) all four (4) tranches at the Site are operated together in accordance with this Order and that the entire Site is fully dedicated to Anthropic, and (ii) any agreements with Provider Financing Parties, and any Direct Agreements, will provide that Anthropic’s rights and remedies in the event of any default by Provider in connection with any Provider Financing allow for continued operation of all four (4) tranches at the Site together, including with respect to any step-in rights, and otherwise on terms and conditions that are aligned among Provider and the Other Providers to avoid any adverse impact on Anthropic resulting from the Separation.
Anthropic–Nscale order for GPU services (Vera Rubin NVL72), form filed with Nscale’s registration statement, Order, section 1(c) · Nscale S-1, Exhibit 10.25
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.
