Legal Framework

CALIBER

Collateral Architecture for Legally Interoperable, Bankruptcy-remote, Enforceable Rights. The legal and tokenization layer that makes physical GPU hardware programmable as on-chain collateral.

The Problem

DeFi can't touch physical assets without a legal bridge.

GPU hardware sits in data centers — physical, depreciating, and governed by real-world law. Smart contracts alone can't enforce a lien on a rack of H100s. If a borrower defaults, you need legal recourse, not just an oracle.

Traditional securitization solves this for mortgages and auto loans, but it's slow, expensive, and opaque. CALIBER takes the same legal principles and makes them on-chain, transparent, and enforceable.

The Stack

Four layers from hardware to on-chain rights

LAYER 01

Physical Asset

GPU hardware (H100s, A100s, etc.) sits in a third-party data center under a UCC Section 7 bailment agreement. The data center is the bailee — they hold the hardware but don't own it. This creates a documented chain of custody.

LAYER 02

SPV Isolation

Each loan is wrapped in a bankruptcy-remote Special Purpose Vehicle. If the borrower's business fails, the collateral is legally isolated — creditors can't reach it. The SPV owns the hardware, not the borrower.

LAYER 03

ERC-721 Token

The SPV's rights are tokenized as an ERC-721 NFT on Ethereum. This NFT represents enforceable ownership of the underlying hardware — not a JPEG, but a legal claim backed by UCC filings and bailment receipts.

LAYER 04

Protocol Integration

The ERC-721 token plugs into USD.AI's lending contracts. Smart contracts manage loan terms, interest accrual, and liquidation triggers — all backed by the legal enforceability of the layers below.

Design

Why CALIBER works where tokenization alone doesn't

01

Bankruptcy-remote

SPV isolation means borrower insolvency doesn't affect collateral. Lenders have a direct, enforceable claim on the hardware through the SPV structure.

02

UCC enforceability

Section 7 bailment creates a recognized legal framework for holding physical goods. Not a crypto experiment — a centuries-old commercial law applied to GPUs.

03

On-chain transparency

Every collateral position is visible on Ethereum. ERC-721 tokens carry metadata linking to independent appraisals, UCC filings, and bailment documentation.

04

Independent appraisals

Hardware is valued by third-party appraisers, not price oracles. Depreciation schedules and market comps replace volatile price feeds.

05

Structured liquidation

Default doesn't mean fire sales. The SPV enables orderly disposition — hardware can be remarketed, re-leased, or sold through established channels.

06

Off-balance-sheet

SPV structure keeps collateral off the borrower's balance sheet. Clean accounting treatment enables institutional borrowers to participate.

Comparison

CALIBER vs. existing collateral models

DeFi (Crypto-Only)TradFi SecuritizationCALIBER (USD.AI)
Collateral typeTokens onlyPhysical, but off-chainPhysical hardware, on-chain rights
Legal enforceabilitySmart contract onlyFull legal stackFull legal stack + smart contracts
Bankruptcy protectionNoneSPV-basedSPV-based + on-chain verification
TransparencyOn-chainQuarterly reportsReal-time on-chain + legal docs
ValuationPrice oraclesPeriodic appraisalsIndependent appraisals, no oracles
SettlementInstant (but volatile)Weeks to monthsStructured, orderly disposition

Read the full CALIBER specification

Legal architecture, tokenization flows, and SPV structure — documented in detail in the USD.AI protocol docs.