DWIP LOAN AND SECURITY AGREEMENT
This Second Amendment to the DWIP Loan and Security Agreement (this Amendment) is entered into as of October 18, 2019 (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 Credit Services, LLC, a Delaware limited liability company (Administrative Agent), as successor agent to Guggenheim Corporate Funding, LLC, acting as 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 amend the definition of Parent from Associated Partners, L.P. to AP WIP Investments Holdings, LP, a Delaware limited partnership.
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 request 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 but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.
2. Amendments to Loan Agreement.