EX-10.37



 Exhibit 10.37 
 EXECUTION VERSION 
 AMENDMENT NO. 8 TO LOAN FINANCING AND SERVICING
AGREEMENT, dated as of April 5, 2017 (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”), 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 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”); 
 WHEREAS, Reinsurance Group of America, Incorporated (“RGA”) is joining the Loan Agreement as an Agent and a Lender; and 

WHEREAS, the Borrower, the Administrative 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. 
 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 the third sentence in Section 2.8 in its entirety and inserting the following in lieu thereof:

 “In the event any Lender reduces its Commitment (with the consent of the Borrower) concurrently with any other Lender
increasing its Commitment (including the amount of a new Commitment by a new Lender), such reducing Lender shall pay an upfront fee to such increasing Lender in an aggregate 







 
amount equal to the product of (x) 0.50%, (y) the ratio equal to (A) the number of days from the date on which such Lender’s Commitment was reduced until the end of the
Revolving Period on such reduction date divided by (B) the number of days from the Fourth Amendment Effective Date to the end of the Revolving Period and (z) the amount of such reduction of such Lender’s Commitment.” 

(b) by inserting the following contact information on Annex A of the Loan Agreement: 

“REINSURANCE GROUP OF AMERICA, INCORPORATED, 
 as an Agent and as a Committed Lender  
 16600 Swingley Ridge Road

 Chesterfield, MO 63017 
 Attention: Trade Operations 
 Phone: (636) 736-8080 

Facsimile No.: (636) 736-8480 
 Email: TradeOps@rgare.com” 
 (c) by deleting Annex B in its
entirety and inserting the following in lieu thereof: 
  

									
	 Lender
	  	Class A-1 Commitment	 	  	Class A-2 Commitment	 
	 Deutsche Bank AG, New York Branch
	  	$	225,000,000	 	  	$	0	 
	 Pioneers Gate LLC
	  	$	0	 	  	$	75,000,000	 
	 Reinsurance Group of America, Incorporated
	  	$	0	 	  	$	50,000,000	 

 ARTICLE III 
 Conditions to Effectiveness 
 SECTION 3.1. 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; and 
 (b) 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 have been paid in full. 

  
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 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] 

  
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 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


 [Eighth Amendment to LFSA] 







 
			
	DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
		
	By:	 	 /s/ Steven Flowers

		 	Name: Steven Flowers
		 	Title: Vice President
		
	By:	 	 /s/ Amit Patel

		 	Name: Amit Patel
		 	Title: Director


 [Eighth 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


 [Eighth Amendment to LFSA] 







 
			
	DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender
		
	By:	 	 /s/ Steven Flowers

	    Name: Steven Flowers
	    Title: Vice President
		
	By:	 	 /s/ Amit Patel

	    Name: Amit Patel
	    Title: Director


 [Eighth Amendment to LFSA] 







 
			
	PIONEERS GATE LLC, as an Agent and as a Committed Lender
		
	By:	 	20 Gates Management LLC, its Managing
	    Agent
		
	By:	 	 /s/ Mark Golombeck

	    Name: Mark Golombeck
	    Title: Managing Director


 [Eighth Amendment to LFSA] 







 
			
	REINSURANCE GROUP OF AMERICA, INCORPORATED, as an Agent and as a Committed Lender
		
	By:	 	 /s/ Christopher Quollen

		 	Name: Christopher Quollen
		 	Title: VP, Portfolio Management


 [Eighth Amendment to LFSA]