Can the lessor sell or finance the lease, and who is it barred from selling to?
The lessee cannot assign without Broadcom’s consent, in its sole discretion. Broadcom can assign on notice, but not to a disqualified assignee while no full remedies trigger has happened. Disqualified assignees are those listed, bona fide competitors of the lessee in AI models (asset managers acting independently are not caught), foreign governments, sanctioned persons and persons tied to named countries including China and Russia. A financing vehicle taking the lease must be a qualified assignee, and the lessee signs a fresh agreement with it on substantially the same terms. More than one assignee means a single administrative agent. Dell Financial’s framework agreement lets the funder sell or novate without notice, with no list of excluded buyers.
Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile ·
What the filed contracts say
Contract
What the filed wording says
Broadcom TPU lease to Anthropic
The lessee cannot assign without the lessor’s consent, which it may withhold in its sole discretion.
Broadcom TPU lease to Anthropic
The lessor may assign on notice, but not to a disqualified assignee unless a full remedies trigger has occurred.
Broadcom TPU lease to Anthropic
Disqualified assignees include AI model competitors, foreign governments, sanctioned persons and named countries.
Broadcom TPU lease to Anthropic
A financing vehicle taking the lease must be a qualified assignee, and the lessee signs a new agreement with it on the same terms.
Dell Financial–Nscale framework agreement
Dell Financial: the customer needs consent to assign; the funder may sell or novate without notice.
The filed wording
(a) Lessee may not assign any of its rights or delegate any of its obligations under this Master Agreement or any Schedule without the prior written consent of Lessor, which may be withheld in Lessor’s sole discretion. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Lessee of any of its obligations under this Master Agreement. Subject to Section 18.11(b), Lessor may assign its rights and obligations under this Master Agreement or any Schedule (the “Assigned Interest”) upon written notice to Lessee; provided that, so long as no Full Remedies Trigger Event shall have occurred and be continuing, the assignee may not be a Disqualified Assignee.
Broadcom master equipment lease of Google TPU8i pods to an Anthropic subsidiary, section 18.11(a) · Anthropic S-1/A, Exhibit 10.11
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.
