EX-10.31



 Exhibit 10.31 

AMENDMENT NO. 5 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of October 8, 2015 (this “Amendment”), among Dunlap
Funding LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG, New York Branch, as administrative agent (the “Administrative Agent”) and Wells Fargo Bank, National Association, as collateral
agent and collateral custodian (the “Collateral Agent”). 
 WHEREAS, the Borrower, the Collateral Agent, each Lender party
thereto and the Administrative Agent are party to the Loan Financing and Servicing Agreement, dated as of December 2, 2014 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan
Agreement”); and 
 WHEREAS, the Borrower, the Administrative Agent and the Collateral Agent have agreed to amend the Loan
Agreement in accordance with 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: 

ARTICLE I 
 Definitions

 SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan
Agreement. 
 ARTICLE II 

Amendments 
 SECTION 2.1.
Amendments to the Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended as follows: 

(a) by deleting “7th” in the definition of “Reporting
Date” and inserting “15th” in lieu thereof; 
 ARTICLE III 

Conditions to Effectiveness 

SECTION 3.1. This Amendment shall become effective as of the date first written above upon the satisfaction of the following condition: 

(a) the execution and delivery of this Amendment by the Borrower, Collateral Agent and the Administrative Agent. 







 ARTICLE IV 

Representations and Warranties 

SECTION 4.1. The Borrower hereby represents and warrants to the Administrative Agent that, as of the date first written above, (i) no
Facility Termination Event or Unmatured Facility Termination Event has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan Agreement are true and correct in all material respects on and
as of such day (other than any representation and warranty that is made as of a specific date). 
 ARTICLE V 

Miscellaneous 
 SECTION
5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 5.3.
Ratification. Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. 

SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together
shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. 

SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
 [Signature pages follow] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date first written above. 
  

			
	DUNLAP FUNDING LLC, as Borrower
		
	By:	 	 /s/ Gerald F. Stahlecker

	Name:	 	Gerald F. Stahlecker
	Title:	 	Executive Vice President



  
 [Signature Page to
Amendment No. 5 to Loan Agreement] 








 
			
	DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
		
	By:	 	 /s/ Amit Patel

	Name:	 	Amit Patel
	Title:	 	Director
		
	By:	 	 /s/ Shawn Rose

	Name:	 	Shawn Rose
	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 5 to Loan Agreement] 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and as Collateral Custodian
		
	By:	 	 /s/ Abby Schexnider

	Name:	 	 Abby Schexnider

	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 5 to Loan Agreement]