DWIP LOAN AND SECURITY AGREEMENT
This Amendment to the DWIP Loan and Security Agreement (this Amendment) is entered into as of October 16, 2018 (the Amendment Date), by and between AP WIP Holdings, LLC, a Delaware limited liability company (the Borrower), certain of its subsidiaries as Asset Companies, Operating Companies signatory hereto, and Holdings Companies, AP Service Company, LLC, a Delaware limited liability company, as Servicer, Midland Loan Services, a division of PNC Bank, National Association, as Backup Servicer (Backup Servicer), Guggenheim Corporate Funding, LLC, as administrative agent (in such capacity, the Administrative Agent) for the lenders (and such persons that become lenders) (each such lenders, a Lender and collectively, the Lenders), the Lenders a party hereto, Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the Collateral Agent), as calculation agent (in such capacity, the Calculation Agent) and as paying agent (in such capacity, the Paying Agent).
A. The Borrower entered into that certain DWIP Loan and Security Agreement dated August 12, 2014 (as the same may from time to time be amended, modified, supplemented or restated, the Loan Agreement).
B. The Borrower has requested that the Lenders amend the Loan Agreement to (i) extend the Maturity Date to October 16, 2023 subject to the Maturity Extension Condition (as defined below), (ii) lower the Interest Rate to 4.25%, (iii) update the definition of Yield Maintenance to align it with the new Maturity Date and (iv) make certain other revisions to the Loan Agreement as more fully set forth herein.
C. As required by Section 14.3 of the Loan Agreement, the Administrative Agent and the Majority Lenders have agreed to so amend certain provisions of the Loan Agreement to address the Borrowers requests in B. above, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.
D. The Loan Parties are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of the Paying Agents, Calculation Agents, Collateral Agents, Backup Servicers or Lenders rights or remedies as set forth in the Loan Agreement or other Loan Documents are being waived or modified by the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Definitions. Capitalized terms used hut not defined in this Amendment shall have the meanings given to them in the Loan Agreement