INDEMNIFICATION AGREEMENTIndemnification Agreement • January 12th, 2024 • Overland Advantage • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this [•] day of [•], 202[•], by and between Overland Advantage, a Delaware statutory trust (the “Company”), on behalf of itself, its Subsidiaries (as defined in Section 1(h) below), and [•] (the “Indemnitee”).
OVERLAND ADVANTAGE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 12th, 2024 • Overland Advantage
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of this 13th day of December, 2023, by the Trustees hereunder.
OVERLAND ADVANTAGE SUBSCRIPTION AGREEMENTSubscription Agreement • January 12th, 2024 • Overland Advantage • Delaware
The undersigned subscriber (the “Subscriber”) understands that Overland Advantage, a Delaware statutory trust (the “Company”), is a newly formed, externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as described in the Private Placement Memorandum of the Company (as such document may be amended, amended and restated or supplemented from time to time and together with any appendices and supplements thereto, the “Offering Document”). Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (the “Subscription Agreement”), the Subscriber irrevocably subscribes for and agrees to purchase common shares of beneficial interest, par value $0.001 per share, of the Company (“Shares”), on the terms and conditions described herein, in
FORM OF CUSTODY AGREEMENT dated as of [•], 2023 by and between Overland Advantage (“Company”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Custodian”)Form of Custody Agreement • January 12th, 2024 • Overland Advantage • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of [•], 2023 and is by and between OVERLAND ADVANTAGE (and any successor or permitted assign, the “Company”), a limited partnership organized under the laws of the State of Delaware, and WILMINGTON TRUST, NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.
INVESTMENT ADVISORY AGREEMENT BETWEEN OVERLAND ADVANTAGE AND OVERLAND ADVISORS, LLCInvestment Advisory Agreement • January 12th, 2024 • Overland Advantage • New York
This Investment Advisory Agreement (this “Agreement”) is made as of January 5, 2024, by and between Overland Advantage, a Delaware statutory trust (the “Company”), and Overland Advisors, LLC, a Delaware limited liability company (the “Advisor”).
OVERLAND ADVANTAGE SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2024 • Overland Advantage • Delaware
The attached Subscription Agreement (the “Subscription Agreement” or this “Agreement” and, including the Annexes, Schedules and Exhibits attached thereto, the “Subscription Documents”) relates to the offering by Overland Advantage (the “Company”) to you (the “Subscriber”) of common shares of beneficial interest, par value $0.001, of the Company (“Shares”). Shares are being offered to qualified investors pursuant to the confidential Private Placement Memorandum of the Company. Capitalized terms not defined in these directions shall have the meanings given to them in the Subscription Agreement.
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTConditional Reimbursement Agreement • January 12th, 2024 • Overland Advantage
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 5th day of January, 2024, by and between Overland Advantage, a Delaware statutory trust (the “Company”), and Overland Advisors, LLC, a Delaware limited liability company (the “Advisor”).
ADMINISTRATION AGREEMENTAdministration Agreement • January 12th, 2024 • Overland Advantage • New York
This Agreement (“Agreement”) is made as of January 5, 2024 by and between Overland Advantage, a Delaware statutory trust (the “Company”), and Centerbridge Services Group, LLC, a Delaware limited liability company (the “Administrator”).
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 MORGAN STANLEY SENIOR FUNDING, INC., as the...Loan and Servicing Agreement • April 19th, 2024 • Overland Advantage • New York
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible Loan Assets (as defined below);
