Financing a GPU offtake agreement means a lender counts the customer's future payments as the cash that repays a loan for the GPUs. Filed credit agreements list what makes those payments count. They ask for a term inside set bounds, linear payments soon after the hardware is running or accepted, no claw-back of cash and a contract that can be transferred to the borrower or assigned as collateral [5, 8]. The customer's credit, measured against Baa3 or BBB- or a parent guaranty, sets the loan's price or size [5, 8].
GPU capacity contracts filed in 2026 go further. They let the operator assign its rights to lenders, commit the customer to cooperate with lenders and provide for direct agreements and step-in rights [2, 3, 4]. The filed text of the 2023 CoreWeave and Microsoft agreement has none of these clauses [1].
This explainer reads four filed GPU capacity contracts against five financing agreements and the Uniform Commercial Code. It gives no legal advice.
Take-or-pay and offtake contracts in the filings
CoreWeave defines take-or-pay as an arrangement where the customer "commits to paying for a minimum specified amount of services or usage, regardless of whether they fully utilize those services" [10]. SharonAI says contracted offtake agreements "support underwriting of significant debt facilities" [22]. Operator economics are covered in Neocloud economics: contract first, hardware second.
What lenders require in a GPU offtake agreement
Three filed credit agreements set "Eligibility Criteria" a customer contract must meet before it supports a loan. CoreWeave's DDTL 5.5 agreement of August 2026 sets lighter tests for contracts that replace expiring ones [7].
| Test | CoreWeave DDTL 2.0, May 2024 | Nscale GPU facility, Feb 2026 | CoreWeave DDTL 5.5 replacements, Aug 2026 |
|---|---|---|---|
| Term | Bounds redacted | 2 to 5 years (up to 10% of servers on on-demand contracts or contracts of at least one year) | 6 months or longer |
| Payments start | Linear, by the first full month after the infrastructure is operational | Linear, by the second full month after acceptance | Not listed (any new clusters must be accepted) |
| Claw-back | None, netting excepted | None after acceptance | Not listed |
| Assignment | Transfer to the borrower permitted | Collateral assignment unrestricted, direct agreement sought, step-in allowed | Collateral assignment unrestricted, or consented |
| Customer termination | Not listed | Only for the operator's material breach | Not listed |
| Service credits | Not listed | None for availability unless it falls below 99.5% | Not listed |
The DDTL 5.5 loan runs about five years against contracts that average about three [14]. If one lapses unreplaced, the borrower must prepay until projected debt service coverage is back to 1.35 times [7].
Customer credit: Baa3, BBB- and parent guaranties
CoreWeave's 2024 agreement and Nscale's agreement define an "IG Customer" as one rated Baa3 by Moody's or BBB- by S&P or better (Nscale adds Fitch), or one with "a full and unconditional guaranty" of its payments from a parent that meets the test [5, 8].
CoreWeave's 2024 facility charged 6.00% or 6.50% over SOFR on investment-grade loans and 13.00% on the rest [5]. Nscale's facility caps loans against contracts with customers that fail the test at 0% [8]. CoreWeave's agreement keeps testing the rating: if a contract loses investment-grade status, the margin and required repayment change, without itself causing a default [5].
Payment terms: start dates, firm fees and prepayment
Nscale's agreement traps cash if a server's revenue generation date has not come within 90 days of its GPU delivery [8]. The IREN contract with Microsoft calls its fees "non-refundable, non-cancellable" and "a firm minimum commitment", owed whether or not Microsoft uses the services, except as the agreement provides [2].
Prepayment lowers what the lender counts later in the term. IREN's customer prepays 20% of each tranche's value, credited against fees after month 24 [2, 16]. The contract's estimated monthly payment, totalled across its four tranches, falls from $161,180,236.80 to $107,199,838.11 at month 25 [2]. CoreWeave's 2024 agreement counts contracted cash flows "net of any payments already received", upfront payments included [5]. Facility structures are set out in GPU financing structures explained.
Assigning the contract to a lender
The 2023 CoreWeave and Microsoft agreement bars assignment without consent, "not to be unreasonably withheld", outside a merger, reorganization or sale of the business [1]. Later contracts write the lender in. IREN's lets either party assign its rights "for financing purposes (including a collateral assignment to any Financing Parties)" [2]. Nscale's form with Microsoft lets the supplier assign to "its external financiers" and has Microsoft accept UCC-1 financing statements against the agreement [3].
A right to payment for services is an "account" [29]. Under section 9-406, with listed exceptions, a term that prohibits or requires consent to assigning an account, or to a security interest in it, is ineffective [23]. Once notified, the customer discharges its debt only by paying the assignee [23]. The contract itself is a general intangible. Under section 9-408 an anti-assignment term cannot stop a security interest from attaching, but where other law would enforce the term, the lender gets no right to enforce against the customer [24].
The UCC text cited is the uniform text as published by Cornell's Legal Information Institute. Enacted state texts can differ: New York's section 9-406(a) says "signed" where the LII text says "authenticated" [23, 31].
Service credits, suspension and outages
Section 9-404 makes an assignee's rights subject to "all terms of the agreement" and to claims arising from it, which can only reduce what the customer owes [25]. The lender takes the contract subject to its service credits and payment cancellations [25].
In the 2023 agreement, if a suspension, a hardware failure or a force majeure event "continues for a period of two (2) consecutive business days", payment for services not performed "shall be canceled" until service returns [1]. Nscale's form order with a model developer customer makes service credits its "sole and exclusive monetary remedy" for missed service levels and lets it offset them against what it owes [4].
Termination and delivery delay
What the customer owes on termination differs widely across the filed contracts [1, 2, 4].
| Contract | Customer may terminate for | Customer pays on termination |
|---|---|---|
| CoreWeave and Microsoft, 2023 | Uncured breach, insolvency, CoreWeave's acquisition, control by a direct competitor | Lesser of remaining fees less server sale proceeds, or the difference between fees paid and on-demand rates to date (after CoreWeave terminates for listed breaches) |
| IREN and Microsoft, 2025 | Uncured breach (late delivery excluded), late delivery, control by a competitor | Total contract value less fees paid, unless the customer terminated for breach or the supplier under one listed clause |
| Nscale form order, model developer customer | Uncured breach, insolvency, provider leaving its parent's control, control by a disqualified person | Fees accrued but unpaid (after the provider terminates for cause) |
Nscale's credit agreement asks for contracts the customer can terminate only for the operator's material breach [8]. IREN's customer may terminate a GPU Service delivered late and recover its upfront payment [2], and Nscale's model developer customer may terminate a late tranche "without liability" [15]. IREN's lenders handled the risk in the draw conditions: a tranche is funded only if at least 97% of its servers arrive 45 days before the customer's delay window ends, or if IREN first pays for the servers with its own equity and the customer then accepts them [9].
Direct agreements, step-in and financing conditions
A direct agreement gives the lender its own contract with the customer [35]. In a project-financed public-private partnership, the EBRD notes, security over project assets "will be virtually worthless if the PPP contract is no longer in place" [35]. CoreWeave's and IREN's lenders required a signed customer consent or direct agreement at closing [6, 9]. IREN's contract and Nscale's form with Microsoft provide for side letters that let the customer keep the services running if the operator becomes insolvent [2, 3]. Nscale's form order lists "notice, cure, standstill, step-in, replacement-provider and payment-direction provisions" as possible terms, "only to the extent mutually agreed" [4].
Some contracts depend on the financing itself. Nebius's obligations begin only once it confirms it has secured the financing [18, 20]. Nscale's form order requires "best efforts" to secure "Qualifying Financing" by a longstop date, after which either party may terminate [4].
A clause checklist
- Term: inside the lender's bounds, or covered by a renewal test [7, 8].
- Credit: Baa3 or BBB- or better, or a parent guaranty [5, 8].
- Payments: linear soon after operation or acceptance, no claw-back [5, 8].
- Other tests: an accepted currency, no good-faith contest and a minimum reserved capacity [5, 8].
- Assignment: collateral assignment allowed [2, 3, 4].
- Service credits: none unless availability falls below a set floor [8].
- Termination: customer exit only for material breach [8].
- Direct agreement: signed [6, 9], with step-in rights [8].
Rillor's GPU financing service arranges contract-backed financing with lending and leasing partners. It assembles the signed contract, the customer's credit information and the collateral research into one package for their review, and the partners run their own credit approval.
Read the full report
The full report compares the key clauses across the four contracts and five financing agreements, works through the IREN payment schedule and lists all sources.