SECOND AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of November 15, 2024 (the “Amendment Date”), among Overland Financing MS, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), Overland Advantage, a...

SECOND AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of November 15, 2024 (the “Amendment Date”), among Overland Financing MS, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), Overland Advantage, a Delaware statutory trust, as the servicer (the “Servicer”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., as lender (the “Lender”), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the Servicer, the Lender and the Administrative Agent are party to that certain Loan and Servicing Agreement, dated as of February 22, 2024 (as the same may be amended, modified or supplemented prior to the Amendment Date in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among the Borrower, the Servicer, Overland Advantage, as the transferor, the Lender, each of the other lenders from time to time party thereto, the Administrative Agent and Wilmington Trust, National Association, as the collateral agent, as the account bank and as the collateral custodian, providing, among other things, for the making and the administration of the Advances by the lenders to the Borrower; and

WHEREAS, the Borrower, the Servicer, the Lender and the Administrative Agent desire to amend certain provisions of the Loan and Servicing Agreement, in accordance with Section 12.01 thereof and subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Amendments to Loan and Servicing Agreement

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Representations and Warranties

Miscellaneous

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the Amendment Date.

BORROWER:

OVERLAND FINANCING MS, LLC

By: Overland Advantage, its Designated Manager

 

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer

 

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SERVICER:

OVERLAND ADVANTAGE

 

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer

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ADMINISTRATIVE AGENT:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.
 

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory

 

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LENDER:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.

 

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory

 

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APPENDIX A

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Up to U.S. $300,000,000

LOAN AND SERVICING AGREEMENT

Dated as of February 22, 2024

among

OVERLAND FINANCING MS, LLC,
as the Borrower

OVERLAND ADVANTAGE,
as the Transferor

OVERLAND ADVANTAGE,
as the Servicer

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,
as the Administrative Agent

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO,
as the Lenders

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Collateral Agent, Account Bank and Collateral Custodian

 

 

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ARTICLE I
DEFINITIONS
Section 1.01	Certain Defined Terms	2
Section 1.02	Other Terms	6061
Section 1.03	Computation of Time Periods	61
Section 1.04	Interpretation	61
Section 1.05	Rates	62
ARTICLE II
THE FACILITY
Section 2.01	Advances; I/O Notional Loan	63
Section 2.02	Procedure for Advances	6364
Section 2.03	Determination of Yield	65
Section 2.04	Remittance Procedures	65
Section 2.05	Instructions to the Collateral Agent and the Account Bank	70
Section 2.06	Borrowing Base Deficiency Payments; Equity Cure	70
Section 2.07	Sale of Loan Assets; Affiliate Transactions	72
Section 2.08	Payments and Computations, Etc.	75
Section 2.09	Unused Fee	76
Section 2.10	Increased Costs; Capital Adequacy; Compensation for Losses	76
Section 2.11	Taxes	78
Section 2.12	Grant of a Security Interest; Collateral Assignment of Agreements	82
Section 2.13	Evidence of Debt	83
Section 2.14	Release of Loan Assets	8384
Section 2.15	Treatment of Amounts Received by the Borrower	84
Section 2.16	Prepayment; Termination; Reduction	84
Section 2.17	Collections and Allocations	85
Section 2.18	Reinvestment of Principal Collections	86
Section 2.19	Defaulting Lenders	87
Section 2.20	Benchmark Replacement Setting	89
Section 2.21	Inability to Determine Rates	90
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01	Conditions Precedent to Effectiveness	91
Section 3.02	Conditions Precedent to All Advances	92
Section 3.03	Advances Do Not Constitute a Waiver	94

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Section 3.04	Conditions to Acquisition of Loan Assets	94
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01	Representations and Warranties of the Borrower	96
Section 4.02	Representations and Warranties of the Borrower Relating to this Agreement and the Collateral	104
Section 4.03	Representations and Warranties of the Servicer	105
Section 4.04	Representations and Warranties of the Collateral Agent	109
Section 4.05	Representations and Warranties of the Collateral Custodian	110
ARTICLE V
GENERAL COVENANTS
Section 5.01	Affirmative Covenants of the Borrower	111
Section 5.02	Negative Covenants of the Borrower	118
Section 5.03	Affirmative Covenants of the Servicer	121
Section 5.04	Negative Covenants of the Servicer	125
Section 5.05	Affirmative Covenants of the Collateral Agent	126
Section 5.06	Negative Covenants of the Collateral Agent	126127
Section 5.07	Affirmative Covenants of the Collateral Custodian	126127
Section 5.08	Negative Covenants of the Collateral Custodian	127
ARTICLE VI
ADMINISTRATION AND SERVICING OF CONTRACTS
Section 6.01	Appointment and Designation of the Servicer	127128
Section 6.02	Duties of the Servicer	129
Section 6.03	Authorization of the Servicer	131
Section 6.04	Collection of Payments; Accounts	132
Section 6.05	Realization Upon Loan Assets	134
Section 6.06	Servicer Compensation	135
Section 6.07	Payment of Certain Expenses by Servicer	135
Section 6.08	Reports to the Administrative Agent; Account Statements; Servicer Information	135
Section 6.09	Annual Statement as to Compliance	137138
Section 6.10	Annual Independent Public Accountant's Servicing Reports	138
Section 6.11	Procedural Review of Loan Assets; Access to Servicer and Servicer's Records	138

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Section 6.12	The Servicer Not to Resign	139
Section 6.13	Required Sale Assets	139
ARTICLE VII
EVENTS OF DEFAULT
Section 7.01	Events of Default	139140
Section 7.02	Additional Remedies of the Administrative Agent	143
Section 7.03	Option to Purchase Collateral	145146
ARTICLE VIII
INDEMNIFICATION
Section 8.01	Indemnities by the Borrower	146
Section 8.02	Indemnities by Servicer	147148
Section 8.03	Waiver of Certain Claims	148
Section 8.04	Legal Proceedings	148149
Section 8.05	After-Tax Basis	149
ARTICLE IX
THE ADMINISTRATIVE AGENT
Section 9.01	The Administrative Agent	149150
Section 9.02	Reallocation of Advances	153
ARTICLE X
COLLATERAL AGENT
Section 10.01	Designation of Collateral Agent	153154
Section 10.02	Duties of Collateral Agent	154
Section 10.03	Merger or Consolidation	157158
Section 10.04	Collateral Agent Compensation	158
Section 10.05	Collateral Agent Removal	158
Section 10.06	Limitation on Liability	158
Section 10.07	Collateral Agent Resignation	160
ARTICLE XI
COLLATERAL CUSTODIAN

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Section 11.01	Designation of Collateral Custodian	160
Section 11.02	Duties of Collateral Custodian	161
Section 11.03	Merger or Consolidation	163164
Section 11.04	Collateral Custodian Compensation	163164
Section 11.05	Collateral Custodian Removal	164
Section 11.06	Limitation on Liability	164
Section 11.07	Collateral Custodian Resignation	165
Section 11.08	Release of Documents	165166
Section 11.09	Return of Required Loan Documents	166
Section 11.10	Access to Certain Documentation and Information Regarding the Collateral	166167
Section 11.11	Bailment	167
ARTICLE XII
MISCELLANEOUS
Section 12.01	Amendments and Waivers	167
Section 12.02	Notices, Etc.	168
Section 12.03	No Waiver; Remedies	170
Section 12.04	Binding Effect; Assignability; Multiple Lenders	170
Section 12.05	Term of This Agreement	171
Section 12.06	GOVERNING LAW; JURY WAIVER	171
Section 12.07	Costs, Expenses and Taxes	173
Section 12.08	Further Assurances	173
Section 12.09	Recourse Against Certain Parties	173174
Section 12.10	Execution in Counterparts; Severability; Integration	174
Section 12.11	Characterization of Conveyances Pursuant to the Purchase and Sale Agreement	174175
Section 12.12	Confidentiality	175176
Section 12.13	Waiver of Set Off	177
Section 12.14	Headings and Exhibits	177
Section 12.15	Ratable Payments	177
Section 12.16	Failure of Borrower or Servicer to Perform Certain Obligations	177178
Section 12.17	Power of Attorney	177178
Section 12.18	Delivery of Termination Statements, Releases, etc.	178
Section 12.19	Non-Petition	178
Section 12.20	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	179
Section 12.21	Return of Certain Payments	179

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"Agreement" means this Loan and Servicing Agreement, as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms hereof.

"Amortization Period" means the period commencing on the Commitment Termination Date and ending on the Collection Date.

"Anti-Corruption Laws" means, collectively, (a) the U.S. Foreign Corrupt Practices Act
of 1977, (b) the UK Bribery Act 2010, and (c) any other applicable law, regulation, order, decree
or directive having the force of law and relating to bribery or corruption.

"Anti-Money Laundering Laws" means laws, regulations and sanctions, state and federal, criminal and civil that: (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) require identification and documentation of the parties with whom a financial institution conducts business; or (c) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by the Patriot Act, and
the Money Laundering Control Act of 1986, including the laws relating to prevention and
detection of money laundering under 18 USC Section 1956 and 1957.

"Applicable Law" means for any Person, all existing laws, rules, regulations, to the
extent applicable to such Person or its property or assets, all statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and published interpretations by any Governmental Authority applicable to such Person and applicable judgments, decrees, injunctions, writs,
awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial
tribunal or agency of competent jurisdiction.

"Applicable Margin" means (a) during the Ramp-Up Period, 1.70% per annum, (b)(i)
after the Ramp-Up Period through the threeeight-month anniversary thereof, 2.10% and (ii) after
the threeeight-month anniversary of the Ramp-Up Period and during the Revolving Period,
2.35% per annum, and (c) during the Amortization Period, 2.85% per annum; provided that, at any time during the existence of an Event of Default or after the automatic occurrence or declaration of the Facility Maturity Date, the Applicable Margin shall be increased by an
additional 2.00% per annum, which shall be reflected in the notice provided pursuant to Section 2.03.

"Approval Notice" means, with respect to any Eligible Loan Asset (other than a Specified Loan Asset), the written notice, which may be distributed via email, substantially in the form attached hereto, or otherwise containing the same representations and information, as Exhibit A, evidencing (i) the approval by the Administrative Agent, in its sole and absolute discretion, of
the acquisition or origination, as applicable, of such Eligible Loan Asset by the Borrower, and
(ii) the determination of the Advance Rate in respect of such Eligible Loan Asset, by the Administrative Agent, in its sole and absolute discretion.

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"Approved Broker/Dealer" means any of Bank of America/▇▇▇▇▇▇▇ ▇▇▇▇▇; Barclays Bank plc; Citibank, N.A.; Deutsche Bank AG; ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.; JPMorgan Chase Bank, N.A.;
 

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"Constituent Documents" means in respect of any Person, the certificate or articles of formation, incorporation or organization, the limited liability company agreement, operating agreement, partnership agreement, joint venture agreement or other applicable agreement of formation or organization (or equivalent or comparable constituent documents), articles of association and other organizational documents and by-laws and any certificate of incorporation, certificate of formation, certificate of limited partnership and other agreement, similar instrument filed or made in connection with its formation or organization, in each case, as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof. For the avoidance of doubt, the "Constituent Documents" of the Borrower
include, the Borrower Consent, the Borrower Certificate of Formation and the Borrower LLC Agreement.

"Control Agreement" means that certain Control Agreement, dated as of the Closing
Date, among the Borrower, Wilmington Trust, National Association, as the securities
intermediary and the Collateral Agent, which agreement relates to the Controlled Accounts, as such agreement may be amended, modified, supplemented, restated or replaced from time to
time in accordance with the terms thereof.

"Controlled Accounts" means the Collection Account, the Unfunded Exposure Account and the Payment Account.

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Diversity Score (x)	Maximum Portfolio Advance Rate
x < 6.0	0.0%
6.0 ≤ x < 8.0	25.0%
8.0 ≤ x < 10.0	40.0%
10.0 ≤ x < 15.0	50.0%
x ≥ 15.0	65% (70.0% during the Ramp-Up Period only)

 

"Measurement Date" means each of the following dates: (a) the Closing Date; (b) each Reporting Date occurring in a calendar month in which a Payment Date does not occur; (c) each Payment Date; (d) each Determination Date; (e) the last day of each Remittance Period; (f) the date as of which an Advance or reduction of the Advances Outstanding is requested; (g) the date as of which a release of Principal Collections is requested pursuant to Section 2.18; (h) the date
of any Discretionary Sale described in Section 2.07(a); (i) the date as of which the Servicer
obtains actual knowledge of any Value Adjustment Event; (j) the date as of which a Borrowing Base Deficiency occurs; (k) the last day of the Revolving Period; and (l) any other date
reasonably requested by the Administrative Agent.

"Minimum Cash Spread" means, with respect to any PIK Loan Asset (i) which is a
floating rate Loan Asset, the minimum contractual required per annum applicable margin (excluding the related benchmark or index rate) at which it must pay interest in cash as set forth
in the related Underlying Instruments, and (ii) which is a fixed rate Loan Asset, the minimum contractual required per annum rate at which it must pay interest in cash as set forth in the
related Underlying Instruments minus the Benchmark applicable to such fixed rate Loan Asset. By way of illustration, if a floating rate Loan Asset bears interest at Term SOFR plus an
applicable margin of 6.00% per annum, and the related Obligor has the right to elect to defer or capitalize interest under the Underlying Instrument up to 2.50% of the applicable margin component of such interest for any interest period (plus any required step-up to such applicable margin), then the Minimum Cash Spread with respect to such Loan Asset shall be 3.50% per annum. By way of further illustration, if a fixed rate Loan Asset that is a PIK Loan Asset bears interest at an applicable fixed rate of 9.00% per annum, the applicable current Benchmark is
3.00% per annum, and the related Obligor has the right to elect to defer or capitalize interest up
to 2.50% of such interest for any interest period, then the Minimum Cash Spread with respect to such Loan Asset shall be 3.50% per annum.

"Minimum Equity Amount" means 15% of the Facility Amount.

"Minimum Utilization" means (a) on any day following the Ramp-Up Period and prior to the end of the Revolving Period, 65% of the Facility Amount, and (b) at all other times, 0%.

"▇▇▇▇▇'▇" means ▇▇▇▇▇'▇ Investors Service, Inc. (or its successors in interest).

"▇▇▇▇▇▇ ▇▇▇▇▇▇▇" means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., and its successors and assigns.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the applicable Person or any ERISA Affiliate of that Person contributed or had

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such duties immediately prior to such assignment, (d) for which the Administrative Agent and
the Collateral Agent have received all “know your customer” documentation and information requested in its sole discretion or required by regulatory authorities and (e) that shall assume the obligations of the Servicer.

"Qualified Jurisdiction" means any of the United States and Canada.

"Ramp-Up Period" means the period beginning on the Closing Date and (i) with respect
to the definition of “Applicable Margin”, ending on the six (6)-month anniversary thereof, (ii)
with respect to the definitions of “Diversity Test” and “Minimum Utilization”, “ending on the
nine (9)-month anniversary thereof and (ii) with respect to the definitions of “Concentration Denominator”, Diversity Test”, “Maximum Portfolio Advance Rate”, “Minimum Utilization”, “Portfolio ICR Test” and “Weighted Average Spread Test”, ending on the ninefourteen
(914)-month anniversary thereof.

"Recipient" means the Administrative Agent and any Lender, as applicable.

"Recipient Lender" has the meaning assigned to such term in Section 12.21(a).

"Records" means all documents relating to the Loan Assets, including books, records and other information executed in connection with the origination or acquisition of the Loan Assets
or maintained with respect to the Loan Assets and the related Obligors that the Borrower, the Transferor or the Servicer have generated, in which the Borrower has acquired an interest
pursuant to the Purchase and Sale Agreement or in which the Borrower or the Transferor have otherwise obtained an interest.

"Recoveries" means, with respect to any Defaulted Loan, the proceeds from the sale of
the Related Collateral, the proceeds of any related Insurance Policy, any other recoveries with respect to such Loan Asset (without duplication) or the Related Collateral, and amounts representing late fees and penalties, net of any amounts received that are required under such
Loan Asset, as applicable, to be refunded to the related Obligor.

"Recurring Revenue" means, with respect to any Eligible Loan Assets that are Recurring Revenue Loans, the definition of annualized recurring revenue used in the Underlying
Instruments for each such Eligible Loan Asset, or any comparable term for "Revenue",
"Recurring Revenue" or "Adjusted Revenue" in the Underlying Instruments for each such
Eligible Loan Asset or if there is no such term in the Underlying Instruments, all recurring maintenance, service, support, hosting, subscription and other revenues identified by the Servicer (including, without limitation, software as a service subscription revenue), of the related Obligor and any of its parents or Subsidiaries that are obligated with respect to such Eligible Loan Asset pursuant to its Underlying Instruments (determined on a consolidated basis without duplication
in accordance with GAAP).

"Recurring Revenue Loan" means any Loan Asset that otherwise satisfies all of the requirements set forth in the definition of "First Lien Loan" except that (i) it is underwritten
based on the Recurring Revenue of the Obligor, as determined by the Administrative Agent, in consultation with the Servicer, and designated as such in the related Approval Notice, and (ii)
 

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Borrower has all necessary consents, licenses, approvals, authorizations and permits to purchase and own such Loan Assets and enter into Underlying Instruments pursuant to which such Loan Asset was created, in the State where the Obligor is located (to the extent required by Applicable Law).

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