Financing cooperation, estoppels and payment directions

What must a GPU customer do to help its provider borrow against the contract?

Boost Run’s service agreement with Cohere says outright that Boost Run finances the equipment and facilities partly against the contract. Within ten business days of a request, Cohere must confirm to Boost Run and any financing party, to its knowledge: the contract is in force and unamended, Cohere can pay, neither side is in default, and Cohere has no claim, offset or defence against the fees. Boost Run may ask once a year, plus reasonable extra requests for a specific financing, refinancing, securitisation or receivables sale. Once fees are assigned and notice is given, the financing party can redirect payment on five business days’ notice, and Cohere may not change course without its direction. Payment as directed discharges Cohere. For in-house teams: this is the estoppel lenders will ask for, written into the contract before signing. Anthropic’s order with Nscale takes a lighter approach: reasonable cooperation, disclosure to lenders under confidentiality, and a good faith negotiation of a direct agreement rather than a set form.

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
Boost Run–Cohere service agreement	The contract records that the provider finances the equipment partly against it.
Boost Run–Cohere service agreement	The customer must sign an estoppel within ten business days of a request, once a year plus for specific financings.
Boost Run–Cohere service agreement	The estoppel confirms the contract is in force, the customer can pay, there is no default, and there is no offset or defence.
Boost Run–Cohere service agreement	The customer need not widen its obligations or say anything it believes to be inaccurate.
Boost Run–Cohere service agreement	After notice of assignment, the financing party can redirect payments on five business days’ notice, and payment as directed discharges the customer.
Anthropic / Nscale GPU order	Anthropic must reasonably cooperate with the provider’s financing, at the provider’s cost, with customary acknowledgements and consents.
Anthropic / Nscale GPU order	It need not take on new liabilities, disclose non-public information or give up rights.
Anthropic / Nscale GPU order	The provider may show the agreement to lenders under confidentiality, but not to Anthropic competitors.
Anthropic / Nscale GPU order	Anthropic will negotiate in good faith a direct agreement, which may cover cure, standstill, step-in, replacement provider and payment direction.

The filed wording

Notwithstanding the foregoing, where Boost Run has assigned its right to receive Fees to a Financing Party in accordance with Section 18.1 of Exhibit G, payment instructions in respect of the assigned Fees may be given by Boost Run or, following written notice of that assignment to Customer, by the Financing Party, and shall be effective upon five (5) business days’ prior written notice to Customer. Payment made in accordance with instructions so given discharges Customer’s obligation to pay the amount so paid, and Customer shall not vary or revert from those instructions without the written direction of the Financing Party.

Boost Run–Cohere service agreement (GB300 NVL72), drafted for the provider’s lenders, section 4.3 · Boost Run 8-K, Exhibit 10.1

Assignment to lenders and change of control Pay without set-off: the hell or high water clause Customer step-in on provider insolvency Customer contract checklist 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
Macquarie Iceland GPU facility	Nscale	29 July 2026	US$331.9m

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.