The GPU supplier contract inside the loan

How do GPU lenders protect themselves against a late or defaulting chip supplier?

IREN’s lenders treat the Dell purchase agreement as a core contract. IREN must report any material delay in delivery under it, keep spare servers equal to at least 0.80% of those contracted, pay for extended warranty cover in years four and five, give the lenders rack serial numbers within 60 days of each draw and pass on any Dell list of individual GPU serial numbers. A material default under the Dell agreement that lets Dell terminate is an event of default. In Drift II, the lenders approve both purchase contracts: the system integrator’s sale to the borrower group and its own purchase from the OEM.

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
IREN Hardware 3 common terms	The borrower must report any material delay in delivery under the Dell purchase agreement, with supporting documents.
IREN Hardware 3 common terms	It must pay for extended warranty cover on the GPU servers for years four and five.
IREN Hardware 3 common terms	It must keep, or have access to, spare GPU servers equal to at least 0.80% of those contracted.
IREN Hardware 3 common terms	Rack serial numbers for financed servers go to the lenders within 60 days of each draw, and any Dell list of individual GPU serial numbers follows.
IREN Hardware 3 common terms	A material default under the Dell purchase agreement that lets Dell terminate is an event of default.
Nscale Drift II facility	The GPU purchase contract covers both the integrator’s sale to the borrower group and the integrator’s purchase from the OEM, each in a form the lenders approve.

The filed wording

(d) (i) any notice delivered to the Customer under the Customer Contract in respect of any delays in the delivery of a Tranche to the Customer, (ii) any other material delay in delivery of a Tranche to the Customer under the Customer Contract or (iii) any material delay in delivery under the Dell Purchase Agreement, in each case, together with reasonably detailed supporting documentation relating thereto;

IREN Hardware 3 common terms agreement (Dell GPU servers for the Microsoft contract), section 5.5(d), notices · IREN 10-K, Exhibit 10.37

Funding the GPU purchase Late chips: allocation, component constraints and delay relief 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
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
Ward County GPU DDTL	Nscale	31 August 2026	US$1.85bn
Mackenzie GPU financing (reported)	IREN	27 August 2026	US$2.4bn

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.