AGREEMENT REGARDING AGENCY
AND AMENDMENT TO LOAN DOCUMENTS
This AGREEMENT REGARDING AGENCY AND AMENDMENT TO LOAN DOCUMENTS (Agreement), dated as of June 17, 2019, among GUGGENHEIM CREDIT SERVICES, LLC, a Delaware limited liability company (Successor Agent), GUGGENHEIM CORPORATE FUNDING, LLC, a Delaware limited liability company (Resigning Agent), AP WIP HOLDINGS, LLC, a Delaware limited liability company (the Borrower), certain of its subsidiaries as Asset Companies and Operating Companies (each an Obligor and collectively, the Obligors), AP WIP DOMESTIC INVESTMENTS III, LLC, a Delaware limited liability company (Holding Company), AP SERVICE COMPANY, LLC, a Delaware limited liability company (the Servicer), MIDLAND LOAN SERVICES, a division of PNC Bank, National Association, as Backup Servicer (Backup Servicer), each of the Lenders party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, Collateral Agent), as calculation agent (in such capacity, Calculation Agent) and as paying agent (in such capacity, Paying Agent).
A. Reference is made to the DWIP Loan and Security Agreement dated as August 12, 2014 among Borrower, Holding Company, the Obligors party thereto, Servicer, Resigning Agent, as Administrative Agent for the Lenders, the Lenders party thereto, Backup Servicer, Collateral Agent, Calculation Agent and Paying Agent (as amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement). Terms used and not otherwise defined in this Agreement have the meanings given them in the Loan Agreement.
B. Pursuant to the Loan Agreement, Borrower, certain Loan Parties and others executed and delivered certain collateral and other loan documents to the Administrative Agent and Collateral Agent for the benefit of the Lenders.
C. Resigning Agent is resigning as Administrative Agent under the Loan Documents, and assigning its capacity as Administrative Agent under all such applicable documents to the Successor Agent, and Successor Agent shall succeed Resigning Agent as Administrative Agent under the Loan Documents.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Resignation, Appointment and Assignment of Loan Documents.
A. Upon the Effective Date (used as defined herein), (i) Resigning Agent hereby irrevocably assigns to Successor Agent, each and every right and all title and interest of Resigning Agent in its capacity as Administrative Agent under the Loan Documents and such other instruments or documents executed and/or delivered to Resigning Agent in its capacity as Administrative Agent pursuant to or in connection with any Loan Document (Assigned Documents), and is hereby discharged from and delegates all rights, covenants, liabilities and obligations of Resigning Agent in its capacity as Administrative Agent under the Assigned Documents to Successor Agent, (ii) each Lender hereby irrevocably designates and appoints Successor Agent (as the successor to