Exhibit 10.46


 





WAIVER, ASSIGNMENT AND
AMENDMENT NO. 11 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of September 17, 2018 (this “Amendment”),
among Dunlap Funding LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG, New York
Branch, as facility agent (the “Facility Agent”), each Lender party hereto (each, a “Lender”
and collectively, the “Lenders”), each Agent party hereto (each, an “Agent” and collectively,
the “Agents”) 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, each Agent party thereto and the Facility 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”);


 


WHEREAS, the Borrower,
the Facility Agent, the Lenders, the Agents and the Collateral Agent have agreed to amend the Loan Agreement in accordance with
Section 17.2 of the Loan Agreement and the terms and conditions set forth herein; and


 


WHEREAS, Pioneers Gate
LLC is assigning its total Commitment to Deutsche Bank AG, New York Branch;


 


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.           
As of the date of this Amendment, the Loan Agreement is hereby amended by deleting the definition of “Revolving Period”
in its entirety and inserting the following in lieu thereof:


 


“Revolving
Period” means the period of time starting on the Effective Date and ending on the earliest to occur of (i) December 31,
2018 or, if such date is extended pursuant to Section 2.6, the date mutually agreed upon by the Borrower and each Agent,
(ii) the date on which the Facility Amount is terminated in full pursuant to Section 2.5 or (iii) the occurrence of
a Facility Termination Event.


 






     


     


    

 


SECTION 2.2. As of
the date of this Amendment, Annex A of the Loan Agreement shall be amended by deleting the following:


 


PIONEERS
GATE LLC,

as an Agent and as a Committed Lender


 


c/o 20 Gates Management LLC as
Pioneers Manager


30 Irving Place, 2nd Floor


New York, New York 10003


Phone: (212) 295-3790


Attention: Mark Golombeck


Email: pioneers@20gates.com


 


SECTION 2.3. As of
the date of this Amendment, Annex B of the Loan Agreement shall be amended by deleting the grid set forth thereon in its entirety
and inserting the following grid in lieu thereof:


 


Annex B


 


	Lender	Class A-1 Commitment	Class A-2 Commitment
	 	 	 
	Deutsche Bank AG, New York Branch	$350,000,000	$0


 


ARTICLE
III 


 


Waivers


 


SECTION 3.1.           
Each of the parties hereto waive and terminate all provisions with regard to the Class A-2 Advances, the Class A-2 Commitments,
the Class A-2 Lenders and the requirements of the rating provided by Morningstar. The Facility Agent shall notify Morningstar of
the execution of this agreement.


 


ARTICLE
IV


 



Assignment


 


SECTION 4.1.           
Deutsche Bank AG, New York Branch, as a Committed Lender under the Loan Agreement and Pioneers Gate LLC, as a Committed
Lender under the Loan Agreement hereby agree to the terms and conditions set forth in Annex A to this Amendment.


 






    	 	 2	 



     


    

 


ARTICLE
V


 



Conditions to Effectiveness


 


SECTION 5.1.           
This Amendment shall become effective as of the date first written above upon:


 


(a)              
the execution and delivery of this Amendment by each party hereto;


 


(b)              
the Facility Agent’s receipt of a good standing certificate for the Borrower issued by the applicable Official Body
of its jurisdiction of organization and a certified copy of the resolutions of the board of directors of the Borrower approving
this Amendment and the transactions contemplated hereby, certified by its secretary, assistant secretary or an Executive Officer;
and


 


(c)              
the payment in full of all fees (including reasonable fees and out-of-pocket, documented expenses of counsel) due to the
Lenders on or prior to the effective date of this Amendment; provided that from and after the date hereto, the Collateral
Agent shall make all payments of principal, interest, fees and other amounts (i) to Pioneer Gates LLC which have accrued to but
excluding the date hereof on the next Distribution Date and (ii) to Deutsche Bank AG, New York Branch which have accrued from and
after the date hereof on each succeeding Distribution Date.


 


ARTICLE
VI


 



Representations and Warranties


 


SECTION 6.1.           
The Borrower hereby represents and warrants to the Facility 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
VII


 



Miscellaneous


 


SECTION 7.1.           
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 7.2.           
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.


 






    	 	 3	 



     


    

 


SECTION 7.3.           
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 7.4.           
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 7.5.           
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]


 




    	 	 4	 



     


    

 


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/ William Goebel	 
	 	 	Name:	William Goebel	 
	 	 	Title:	Chief Financial 	 



 













    
	[Eleventh Amendment to LFSA]




     


    








	 	DEUTSCHE BANK AG, NEW YORK  BRANCH, as Facility Agent
	 	 
	 	 
	 	By:	/s/ Brendon Girardi	
	 	 	Name: 	Brendon Girardi	 
	 	 	Title: 	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Steven Flowers	 
	 	 	Name: 	Steven Flowers	 
	 	 	Title: 	Vice President	 
	 	 	 	 	 








    	[Eleventh Amendment to LFSA]




     


    







	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and as Collateral Custodian
	 	 
	 	 
	 	By:	/s/ Philip Dean	 
	 	 	Name: 	Philip Dean	 
	  	 	Title: 	Vice President	 
	 	 	 	 	 









    	[Eleventh Amendment to LFSA]




     


    






	 	DEUTSCHE BANK AG, NEW YORK

                                                       BRANCH, as an Agent and as a Committed Lender

	 	 
	 	 
	 	By: 	/s/ Brendon Girardi	 
	 	 	Name: 	Brendon Girardi 	 
	  	 	Title: 	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Steven Flowers 	 
	 	 	Name: 	Steven Flowers	 
	 	 	Title: 	Vice President	 






 









    	[Eleventh Amendment to LFSA]




     


    

 











	 	PIONEERS GATE LLC, as an Agent	 
	 	 	 
	 	 	 
	 	By: 20 Gates Management LLC, its Managing Agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Mark Golombeck	 
	 		Name: 	Mark Golombeck 	 
	 	 	Title: 	Managing Director	 










 




    	[Eleventh Amendment to LFSA]




     


    

 


Annex A


 


Assignment and Assumption


 





For an agreed consideration, the Assignor
(as defined below) hereby irrevocably sells and assigns to the Assignee (as defined below), and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Loan Agreement, as of the date hereof (i) all of
the Assignor’s rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments
delivered pursuant thereto, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above. Such sale and assignment is without recourse to the Assignor and without representation
or warranty by the Assignor.


 





	1.	Assignor:	Pioneers Gate LLC
	 	 	 
	2.	Assignee:	Deutsche Bank AG, New York Branch 
	 	 	 
	3.	Borrower(s):	Dunlap Funding LLC
	 	 	 
	4.	Facility Agent: 	Deutsche Bank AG, New York Branch, as the Facility Agent under the Loan Agreement
	 	 	 
	5.	Loan Agreement:	The Loan Financing and Servicing Agreement dated as of December 2, 2014 by and among Dunlap Funding LLC, as the borrower, Deutsche Bank AG, New York Branch, as the Facility Agent, each of the lenders from time to time party thereto, each of the agents from time to time party thereto and Wells Fargo Bank, National Association, as the collateral agent and as the collateral custodian (as amended, modified, waived, supplemented or restated from time to time).







 






    	[Eleventh Amendment to LFSA]




     


    

 





		6.	Assigned Interest:



 


	Type of Assignor Commitments	Type of Assignee Commitments	Amount of Class

                                                                                A-2 Commitment

                                                                                of Assignor before Assignment
	
        Amount of

        Class A-2 Commitment

        

        Assigned

        
	Aggregate Outstanding

                                                                                Advances Assigned
	Purchase Price	Percentage

                                                                                assigned of Assignor’s Class

                                                                                A-2 Commitment
	Amount of

                                                                                Assignee’s Class

                                                                                A-1

                                                                                Commitment

                                                                                after Assignment

	Class A-2 Commitments	Class A-1 Commitments	$75,000,000	$75,000,000	$61,928,571.43	Par plus accrued Interest*	100%	$350,000,000


 


		*	Accrued Interest and Fees in the amount of $ 541,472.52
will be paid to the Assignor by the Collateral Agent (pursuant to Section 8.3 of the Loan Agreement) the October 2018 Distribution
Date.



 


		7.	Wire Instructions:



 


Bank:       Citibank,
N.A.


ABA:       021000089


Account #: 30980425


Account Name: Pioneers Gate LLC




 






    	[Eleventh Amendment to LFSA]