EX-10.14





 Exhibit 10.14 

SECOND AMENDMENT 
 TO

 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”). 

RECITALS 

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 Borrower’s 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 Agent’s, Calculation Agent’s, Collateral Agent’s, Backup Servicer’s 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. 
 AGREEMENT 

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. 

  
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 2.1 Each of the parties to this Amendment agrees that, with effect on and from the
Amendment Date, the Loan Agreement will be amended by this Amendment as set out in this Section 2. 
 2.2 Definition of Parent.
Section 1.1 of the Loan Agreement shall be amended by replacing and amending and restating the definition of “Parent” with the following: 

“Parent” means AP WIP Investments Holdings, LP, a Delaware limited partnership (or any other majority owned and
controlled subsidiary of AP WIP Investments Holdings, LP). 
 2.3 All amendments set forth in this Section 2 shall automatically
(without any further action or execution) amend and update any other Loan Documents, including the Note, to provide for the amendments set forth herein. 

3. Limitation of Amendments. 

3.1 This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Loan Documents except as expressly
stated herein and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which any Lender may now have or may
have in the future under or in connection with any Loan Document. Except as expressly amended hereby, the provisions of the Loan Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.
This Amendment shall constitute a “Loan Document” for all purposes of the Loan Agreement and the other Loan Documents. 
 3.2
Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof. (i) all conditions, terms, representation, warranties, covenants and agreements contained in each Loan Document to which it is a
party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment, (ii) this Amendment shall not constitute a novation of the Loan Agreement or any other Loan Document and (ii) its
guarantee of the Obligations under each Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Loan Documents. 

3.3 Any terms or conditions in the Loan Agreement not otherwise addressed herein shall apply to this Amendment in the same manner it
applies to the Loan Agreement, including without limitation, the “Applicable Law”, “Consent to Jurisdiction”. “Waiver of Jury Trial”, and “Confidentiality” sections of the Loan Agreement, 

3.4 Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to this Agreement”,
“hereunder”. “hereof’ or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement”, “thereof’ or words of like import referring to the Loan
Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby. 

  
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 4. Conditions Precedent. The effectiveness of this Amendment is subject to the
following conditions precedent: 
 4.1 the execution and delivery of this Amendment by the Borrower, the Administrative Agent and the
Majority Lenders; 
 4.2 the Lenders shall have received all other documents and legal matters in connection with the transactions
contemplated by this Amendment and such documents shall have been delivered or executed and shall be in form and substance satisfactory to the Administrative Agent and the Majority Lenders. 

4.3 The Borrower shall have paid to the Administrative Agent, for the account of each Lender, any fees due as of the Amendment Date.

 4.4 The Borrower shall have paid to the Backup Servicer. the Paying Agent. the Calculation Agent and the Collateral Agent, any fees
due as of the Amendment Date (including the fees of its counsel incurred in connection with this Amendment). 
 4.5 The
representations and warranties set forth in this Amendment and the other Loan Documents shall be true and correct in all material respects as of the Amendment Date, with the same effect as though made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). 

4.6 At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall exist or would result
from this Amendment. 
 5. Representations and Warranties. To induce the Lenders and the Backup Servicer, the Paying Agent. the
Calculation Agent and the Collateral Agent to enter into this Amendment, each Loan Party hereby represents and warrants to each Lender and to the Backup Servicer, the Paying Agent, the Calculation Agent and the Collateral Agent as follows: 

5.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are
true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Default or
Event of Default has occurred and is continuing; 
 5.2 The Loan Parties have the power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 5.3 The execution and delivery by
the Loan Parties of this Amendment and the performance by the Loan Parties of their obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 

  
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 5.4 The execution and delivery by the Loan Parties of this Amendment and the
performance by the Loan Parties of their obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting the Loan Parties, (b) any contractual restriction
with a Person binding on the Loan Parties, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on the Loan Parties, or (d) the organizational documents of the
Loan Parties 
 5.5 The execution and delivery by the Loan Parties of this Amendment and the performance by each Loan party of its
obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or
authority, or subdivision thereof, binding on the Loan Parties, except as already has been obtained or made; and 
 5.6 This Amendment
has been duly executed and delivered by each Loan Party and constitutes a legal, valid binding obligation of such Loan Part, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 

6. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede
prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan
Documents. 
 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on
separate counterparts. each of which, when executed and delivered. shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same. The parties agree that a scanned or electronically reproduced copy or
image of this Amendment will be deemed an original and may be introduced or submitted in any action or proceeding as competent evidence of the execution, terms and existence hereof notwithstanding the failure or inability to produce or tender an
original, executed counterpart of this Amendment and without the requirement that the unavailability of such original, executed counterpart of this Amendment first be proven. 

8. Direction. The Administrative Agent hereby confirms that at least a majority of the Lenders have executed this Agreement. The
Administrative Agent and each Lender hereby instructs and directs the Backup Servicer, the Paying Agent, the Calculation Agent and the Collateral Agent to execute and deliver this Amendment. 

9. Effectiveness. This Amendment shall be deemed effective upon the Amendment Date. 

[Signature page follows.] 

  
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 IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above. 
  

			
	 AP WIP HOLDINGS, LLC, as Borrower

		
	 By:
	 	 /s/ Scott G. Bruce

	 Name: Scott G. Bruce

	 Title: Secretary

	
	AP WIP DOMESTIC INVESTMENTS III, LLC, as Holding Company
		
	 By:
	 	 /s/ Scott G. Bruce

	 Name: Scott G. Bruce

	 Title: Secretary

	
	 AP WIP TOWER, LLC, as an Obligor

		
	 By:
	 	 /s/ Scott G. Bruce

	 Name: Scott G. Bruce

	 Title: Secretary

	
	AP WIP WIRELESS INVESTMENTS I, LLC, as an Obligor
		
	 By:
	 	 /s/ Scott G. Bruce

	 Name: Scott G. Bruce

	 Title: Secretary

	
	AP WIP UNION HOLDINGS, LLC as an Obligor
		
	 By:
	 	 /s/ Scott G. Bruce

	 Name: Scott G. Bruce

	 Title: Secretary















			
	 13500 S. HARLEM AVE, LLC, as an Obligor

		
	 By:
	 	 /s/ Scott G. Bruce

	 Name: Scott G. Bruce

	 Title: Secretary

	
	 175 E. UNION ROAD, LLC, as an Obligor

		
	 By:
	 	 /s/ Scott G. Bruce

	 Name: Scott G. Bruce

	 Title: Secretary

	
	 AP SERVICE COMPANY, LLC, as Servicer

		
	 By:
	 	 /s/ Scott G. Bruce

	 Name: Scott G. Bruce

	 Title: Secretary















			
	 MIDLAND LOAN SERVICES, a division of

	 PNC Bank, NATIONAL ASSOCIATION, as

	 Backup Servicer

	 By:
	 	 /s/ David D. Spotts

	 Name: David D. Spotts

	 Title: Senior Vice President Servicing Officer















			
	 DEUTSCHE BANK TRUST COMPANY

	 AMERICAS, as Calculation Agent, Collateral

	 Agent and Paying Agent

		
	 By:
	 	 /s/ Lucy Hsieh

	 Name: Lucy Hsieh

	 Title: Vice President

		
	 By:
	 	 /s/ Rajesh Rampersaud

	 Name: Rajesh Rampersaud

	 Title: Assistant Vice President















			
	GUGGENHEIM CREDIT SERVICES, LLC, as Administrative Agent
		
	 By:
	 	 /s/ John F. Mulreaney

	 Name: John F. Mulreaney

	 Title:
Attorney-in-Fact















			
	 LENDERS:

	
	 Delaware Life Insurance
Company


 By: Guggenheim Partners Investment Management, LLC as Manager 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact

	
	 EquiTrust Life Insurance
Company


 By: Guggenheim Partners Investment Management, LLC as Advisor 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact



First Security Benefit Life Insurance and Annuity Company of New York 

By: Guggenheim Partners Investment Management, LLC as Advisor 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact

	
	 Guggenheim Life and Annuity
Company


 By: Guggenheim Partners Investment Management, LLC as Advisor 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact

	
	 Horace Mann Life Insurance
Company


 By: Guggenheim Partners Investment Management, LLC as Advisor 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact

	
	 Midland National Life Insurance
Company


 By: Guggenheim Partners Investment Management, LLC 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact















			
	 North American Company for Life and Health
Insurance


 By: Guggenheim Partners Investment Management, LLC 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact

	
	 Texas Life Insurance
Company


 By: Guggenheim Partners Investment Management, LLC as Advisor 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact

	
	 Wilton Reassurance
Company


 By: Guggenheim Partners Investment Management, LLC as Advisor 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact

	
	 Wilton Reassurance Life Company of New
York


 By: Guggenheim Partners Investment Management,
LLC as Advisor 

			
		
	 By:
	 	 /s/ Kevin Robinson

	 Name: Kevin Robinson

	 Title:
Attorney-in-Fact