What must happen before GPU lenders pay for the chips?
Lenders pay the supplier, not the borrower, and only against title. Under the Nscale Drift II facility (English law, Macquarie), each loan needs evidence that the purchase contract’s payment milestones are met, the sponsor’s equity has gone to the system integrator first, the loan goes straight to the integrator, unencumbered title passes on payment, the loans are no more than 75 per cent of the price and a customer contract is in place. The OEMs are named: NVIDIA for GPUs and networking, Aivres for servers and KAYTUS for CPUs. IREN’s common terms require the servers to be at the data centre with title and warranties passing, and no material breach of the customer contract or the Dell purchase agreement.
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What the filed contracts say
Contract
What the filed wording says
Nscale Drift II facility
Each loan needs evidence that the purchase contract’s payment milestones are met and the sponsor’s equity has been received and paid to the system integrator.
Nscale Drift II facility
Loan proceeds go straight to the system integrator, and unencumbered title passes to the borrower group on payment.
Nscale Drift II facility
The loans are capped at 75 per cent of the purchase price, and a customer contract must be in place.
Nscale Drift II facility
The purchase price is about $140 million, and not less than $137 million.
Nscale Drift II facility
The OEMs are named: KAYTUS for CPUs, Aivres for servers and NVIDIA for GPUs and networking.
IREN Hardware 3 common terms
Proceeds used to buy GPU servers need the servers delivered to the data centre, with title and warranties passing to the borrower.
IREN Hardware 3 common terms
No material breach of the customer contract or the Dell purchase agreement that could let the customer or Dell terminate.
The filed wording
(c) in the case of each Utilisation for a Loan, the Agent has received evidence in form and substance satisfactory to the Agent that: (i) the relevant payments milestones under the GPU Purchase Contract have been completed (as agreed between NewCo and the System Integrator); (ii) NewCo has received the GPU Asset Equity Portion; (iii) NewCo has paid the GPU Asset Equity Portion to the System Integrator; (iv) the proceeds of that Loan will be paid directly to the System Integrator towards payment and discharge of the Purchase Price; (v) upon utilisation of the Loans, the Purchase Price will have been discharged in full and unencumbered title to the GPU Assets will pass to NewCo; (vi) the Loans in aggregate will not amount to more than 75 per cent. of the Purchase Price; and (vii) there is a valid and effective Customer Contract in place for the GPU Assets.
Nscale Drift II senior facility agreement (GB200 NVL72 GPUs at Glomfjord, Norway), as amended and restated on 22 September 2025, clause 3.2(c) · Nscale S-1, Exhibit 10.12
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.
