Exhibit 10.43


 


EXECUTION VERSION


 


AMENDMENT NO. 12 TO
LOAN FINANCING AND SERVICING AGREEMENT, dated as of December 21, 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”); and


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.


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



Amendment


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) February
19, 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:


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


(b)     
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.


ARTICLE
IV



Representations and Warranties


SECTION 4.1.           
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
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.






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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/ William Goebel	 
	 	 	Name: William Goebel	 
	 	 	Title: Chief Financial Officer	 







 





[Twelfth Amendment to LFSA]




 




     


     


    

 





	 	DEUTSCHE BANK AG, NEW YORK 

BRANCH, as Facility Agent	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Amit Patel	 
	 	 	Name: Amit Patel	 
	 	 	Title: Director	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Brendon Girardi	 
	 	 	Name: Brendon Girardi	 
	 	 	Title: Director	 




 


[Twelfth 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	 



 

[Twelfth Amendment to LFSA]


 



     


     


    

 




	 	DEUTSCHE BANK AG, NEW YORK

                                                       BRANCH, as an Agent and as a Committed Lender
	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Amit Patel	 
	 	 	Name: Amit Patel	 
	 	 	Title: Director	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Brendon Girardi	 
	 	 	Name: Brendon Girardi	 
	 	 	Title: Director	 




 




[Twelfth Amendment to LFSA]