Exhibit 10.16


 





EXECUTION VERSION


 


AMENDMENT NO. 7 TO LOAN
FINANCING AND SERVICING AGREEMENT, dated as of February 15, 2019 (this “Amendment”), among Darby Creek 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”) and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the
“Collateral Agent”).


 


WHEREAS, the Borrower,
the Collateral Agent, the Lenders and the Administrative Agent are party to the Loan Financing and Servicing Agreement, dated as
of February 20, 2014 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan
Agreement”); and


 


WHEREAS, the Borrower,
the Administrative Agent, the Lenders 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 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) February 26,
2019 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.”


 




     


     


    

 


ARTICLE
III


 


Conditions to Effectiveness


 


SECTION 3.1.          This
Amendment shall become effective as of the date first written above upon the execution and delivery of this Amendment by each party
hereto.


 


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.


 


	 	DARBY CREEK LLC, as Borrower
	 	 
	 	By:	 /s/ William Goebel
	 	 	Name:	 William Goebel
	 	 	Title:	 Chief Financial Officer


 


[Darby Creek – Seventh Amendment to
LFSA]


 




     


     


    

 





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


 


	 	By:	 /s/ Kevin Tanzer
	 	 	Name:	 Kevin Tanzer
	 	 	Title:	Managing Director


  


[Darby Creek - Seventh Amendment to LFSA]


 


 




     


     


    

 


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


 


[Darby Creek - Seventh Amendment to LFSA]


 




     


     


    

 





	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
	 	 	 
	 	By: 	/s/ Amit Patel
	 	 	Name:	 Amit Patel
	 	 	Title:	 Managing Director


 


	 	By: 	/s/ Kevin Tanzer
	 	 	Name:	 Kevin Tanzer
	 	 	Title:	 Managing Director







 


[Darby Creek - Seventh Amendment to LFSA]


 




     


     


    

 




	 	TIAA, FSB, as a Lender
	 	 
	 	By:	 /s/ Martin O’Brien
	 	 	Name:	Martin O’Brien
	 	 	Title: 	Director





 


[Darby Creek - Seventh Amendment to LFSA]


 




     


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	 /s/ Richard Andersen
	 	 	Name:	 Richard Andersen
	 	 	Title:	 Designated Signer


 


[Darby Creek - Seventh Amendment to LFSA]