Note 5. Borrowings

On October 4, 2021, the ODL SPV, as borrower, and the Company, solely in its capacities as equity holder and collateral manager, entered into a Loan and Servicing Agreement with Société Générale, as initial lender and agent, and certain financial institutions (the “Lenders”), and U.S. Bank National Association as collateral agent and collateral custodian (the “SPV Facility”), as amended on December 27, 2021, as further amended on March 31, 2022, July 14, 2022 and on April 4, 2023, pursuant to which the amount made available to ODL SPV was increased from $100.0 million to $340.0 million. Borrowings under the SPV Facility will bear interest at SOFR plus a spread of 1.75% or 2.40% based on certain conditions (or an alternative rate of interest for certain loans denominated in Canadian Dollars, Euros or Sterling). ODL SPV will also pay an unused commitment fee at rate of (1) 1.00% if the amount drawn under the SPV Facility is less than the minimum commitment usage (the “Minimum Commitment Usage”) and (2) 0.40% if the amount drawn under the SPV Facility is greater than or equal to the Minimum Commitment Usage. The Minimum Commitment Usage is equal to (1) 0.0% for the first six months ended April 4, 2022; (2) 37.5% for the period from April 5, 2022 through June 27, 2022; (3) 75% for the period from June 28, 2022 through July 13, 2022; (4) $150.0 million for the period from July 14, 2022 through January 13, 2023; and (5) $255.0 million thereafter. The Company also pays a fee of 0.20% per annum on the outstanding balance under the SPV Facility beginning on July 14, 2022. The SPV Facility terminates on October 2, 2026.

In connection with the SPV Facility, on October 4, 2021, the Company entered into a sale and contribution agreement with the ODL SPV, which provides for the sale and contribution of certain loans to the ODL SPV and for future sales from the Company to the ODL SPV on an ongoing basis. Such loans sold and contributed to ODL SPV constitute part of the initial portfolio of assets securing the SPV Facility.

The SPV Facility includes customary covenants, including certain financial maintenance covenants, limitation on the activities of ODL SPV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility is secured by a lien on assets held by the ODL SPV and on any payments received by ODL SPV in respect of those assets.

On October 3, 2024 (the “Closing Date”), the ODL SPV terminated and repaid in full the SPV Facility.

Also on October 3, 2024, the ODL SPV, as the borrower, and the Company, solely in its capacities as the transferor and as the servicer, entered into a Loan and Servicing Agreement with Sumitomo Mitsui Banking Corporation (“SMBC”), as initial lender and as the administrative agent and as the collateral agent, and certain financial institutions (the “SMBC Facility Lenders”), and U.S. Bank National Association as account bank and as the collateral custodian (the “SMBC Facility”).

From time to time, the Company sells and contributes certain investments to the ODL SPV pursuant to a contribution agreement between the Company and the ODL SPV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SMBC Facility will be used to finance the origination or acquisition of eligible loan assets by the ODL SPV, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by the ODL SPV through the Company’s ownership of the ODL SPV.

The current maximum principal amount of the SMBC Facility is $300.0 million (which consists of $300.0 million of revolving commitments), which may be increased up to a maximum facility amount of $1.5 billion, subject to the requirements set forth in the SMBC Facility, including lender consent. The availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ODL SPV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SMBC Facility provides for the ability to draw and redraw revolving loans under the SMBC Facility through October 3, 2027, unless the revolving commitments are terminated sooner in the SMBC Facility. The reinvestment period end date (after which no borrowings may be drawn under the SMBC Facility) and the maturity date under the SMBC Facility are October 3, 2027 and October 3, 2029, respectively, unless otherwise terminated in accordance with its terms.

Subject to certain conditions set forth in the SMBC Facility, advances (i) during the reinvestment period will bear interest at SOFR plus a spread of 1.65% or 2.30% per annum with respect to SOFR advances and will bear interest at the base rate plus a spread of 0.65% or 1.30% per annum with respect to base rate advances and (ii) after the reinvestment period will bear interest at SOFR plus a spread of 2.15% or 2.80% per annum with respect to SOFR advances and will bear interest at the base rate plus a spread of 1.15% or

1.80% per annum with respect to base rate advances. ODL SPV will also pay an unused fee of at a rate of 0.35% per annum on or prior to the twelve month anniversary of the Closing Date and 0.50% per annual after the twelve month anniversary of the Closing Date. ODL SPV will also pay a make-whole premium at a rate of 1.00% prior to the one-year anniversary of the Closing Date or 0.50% prior to the two-year anniversary of the Closing Date of the maximum facility amount or of the reduced or terminated unused amount of the SMBC Facility based on certain conditions.

The SMBC Facility includes customary covenants, including certain financial maintenance covenants, limitation on the activities of ODL SPV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SMBC Facility is secured by a lien on assets held by the ODL SPV and on any payments received by ODL SPV in respect of those assets.

Further, as discussed in Note 3 above, on September 8, 2022, the Company entered into the Revolving Onex Loan with the Onex Entity. On May 5, 2023, the Company terminated the Revolving Onex Loan and entered into the Revolving OCF II Loan with OCF II.

Due to the short-term nature of the SPV Facility, the outstanding principal balance approximates fair value. The fair value of the credit facility would be categorized as Level 3.