Exhibit 10.6


 


 


SUPPLEMENTAL
INDENTURE


 


by and between


 


HORIZON FUNDING I, LLC,

as the Issuer,


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

as the Trustee 


 


Dated as of June 5, 2020


 




 


HORIZON FUNDING I, LLC

Asset Backed Notes


 









     


     


    

 


THIS SUPPLEMENTAL
INDENTURE, dated as of June 5, 2020 (as amended, modified, restated, supplemented and/or waived from time to time, this “Supplemental
Indenture”), is by and between HORIZON FUNDING I, LLC, a Delaware limited liability company, as the issuer (together
with its successors and assigns, the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association
(“U.S. Bank”) not in its individual capacity, but solely in its capacity as the trustee (together with its successors
and assigns, in such capacity, the “Trustee”).


 


Each party hereto agrees
as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes.


 


WHEREAS,
the Issuer and the Trustee entered into an indenture (the “Indenture”) dated June 1, 2018 providing for
the Asset Backed Notes (the “Notes”);


 


WHEREAS, the
Issuer proposes to amend the Indenture (“Proposed Amendment”) as set forth in Section 2.01 hereto;


 


WHEREAS, pursuant
to Section 9.02(b) of the Indenture, the Issuer and Trustee may amend or supplement the Indenture pursuant to the Proposed Amendment
provided that the Holders of each Note have consented;


 


WHEREAS, the
Holders of each Note have consented to the Proposed Amendment;


 


WHEREAS, pursuant
to Section 9.02(a) of the Indenture, the Trustee is authorized to enter into this Supplemental Indenture pursuant to an Issuer
Order;


 


WHEREAS, pursuant
to 9.02(a) of the Indenture, the Rating Agency and the Servicer have been provided prior notice of this Supplemental Indenture;


 


WHEREAS, the
Servicer is not required to consent to this Supplemental Indenture pursuant to Section 9.06 of the Indenture;


 


WHEREAS, as
required by Section 6.2 of that certain Note Funding Agreement, dated as of June 1, 2018, among the Issuer and the Initial Purchasers
(the “Note Funding Agreement”) the Initial Purchasers (as defined therein) have consented to this Amendment;


 


THIS INDENTURE WITNESSES
THAT, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereto covenant, agree and declare
as follows:


 




ARTICLE I — INTERPRETATION


 


Section 1.01
Definitions.


 


Unless
otherwise set out in this Supplemental Indenture, all initially capitalized terms used herein without definition shall have the
respective meanings assigned in the Indenture.


 









     


     


    

 


Section 1.02
Applicable Law.


 


(a)       THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS, AND REMEDIES OF THE PARTIES UNDER THE INDENTURE AS AMENDED BY THIS SUPPLEMENTAL INDENTURE AND NOTES SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


(b)       EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE INDENTURE AS AMENDED BY THIS SUPPLEMENTAL
INDENTURE. Each party hereto (i) certifies that no representative, agent or attorney of any other
party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Indenture
by, among other things, the mutual waivers and certifications in this Section 1.02(b).


 


Article II


 


AMENDMENT


 


Section
2.01 Legal Final Payment Date.


 


Pursuant to Section
9.02(b) of the Indenture, Section 1.01 of the Indenture is hereby amended by deleting the definition of “Legal Final Payment
Date” in its entirety and replacing it with the following:


 


“Legal Final
Payment Date” means (i) the Payment Date occurring in June 2027 or (ii) if the Investment Period is extended pursuant
to clause (ii) the definition of “Investment Period Termination Date,” the Payment Date occurring in June 2028.


 


Section
2.02 Full Force and Effect.


 


Each
of the parties hereto acknowledges and agrees that all other provisions of the Indenture remain in full force and effect.


 


Section
2.03 Further Acts.


 


Each
of the parties hereto agrees to do and execute all such further and other acts, deeds, things, devices, documents and assurances
as may be required in order to carry out the true intent and meaning of this Supplemental Indenture.


 






     


     


    

 


Article III

MISCELLANEOUS


 


Section
3.01 Counterpart Execution. This Supplemental Indenture may be executed in any number of counterparts (including
by facsimile), each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


Section
3.02 Effect of Headings. The Article and Section headings herein are for convenience only and shall not
affect the construction hereof.


 


[Rest of the Page
Intentionally Left Blank]


 






     


     


    

 


IN WITNESS WHEREOF,
the Issuer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized,
all as of the day and year first above written.


 


	 	HORIZON FUNDING I, LLC
	 	 
	 	By:	 /s/ Daniel R. Trolio
	 	Name:
	 	Title:




 









     


     


    

 


IN WITNESS WHEREOF,
the Issuer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized,
all as of the day and year first above written.


 


	 	U.S. BANK NATIONAL ASSOCIATION,

    not in its individual capacity, except as expressly set forth herein, but solely as the Trustee
	 	 
	 	By: 	/s/ Eric Ott
	 	Name: 	Eric Ott
	 	Title:	 Vice President




 


[Horizon SPV LLC – Indenture]