Assignment And Acceptance Agreement Sample Contracts

Assignment and Acceptance Agreement And (August 29th, 2017)

UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the Seller), UNITED RENTALS, INC., a Delaware corporation (the Collection Agent), LIBERTY STREET FUNDING LLC (Liberty), a Delaware limited liability company, GOTHAM FUNDING CORPORATION (Gotham), a Delaware corporation, FAIRWAY FINANCE COMPANY, LLC (Fairway), a Delaware limited liability company (each of Liberty, Gotham and Fairway, a Purchaser, and together the Purchasers), THE BANK OF NOVA SCOTIA (Scotia Capital), as a Bank, as administrative agent (the Administrative Agent) for the Investors and the Banks (as defined herein) and as purchaser agent for Liberty (the Liberty Purchaser Agent), PNC BANK, NATIONAL ASSOCIATION (PNC), as a Bank and as purchaser agent for itself (the PNC Purchaser Agent), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (BTMU), as a Bank and as purchaser agent for Gotham (the Gotham Purchaser Agent), SUNTRUST BANK (ST), as a Bank and as purchaser agent for itself (the ST Purchaser

Assignment and Acceptance Agreement and Amendment No. 5 to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 3 to Third Amended and Restated Purchase and Contribution Agreement (August 30th, 2016)

UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the Seller), UNITED RENTALS, INC., a Delaware corporation (the Collection Agent), LIBERTY STREET FUNDING LLC (Liberty), a Delaware limited liability company, and GOTHAM FUNDING CORPORATION (Gotham), a Delaware corporation, FAIRWAY FINANCE COMPANY, LLC (Fairway), a Delaware limited liability company (each of Liberty and, Gotham and Fairway, a Purchaser, and together the Purchasers), THE BANK OF NOVA SCOTIA (Scotia Capital), as a Bank, as administrative agent (the Administrative Agent) for the Investors and the Banks (as defined herein) and as purchaser agent for Liberty (the Liberty Purchaser Agent), PNC BANK, NATIONAL ASSOCIATION (PNC), as a Bank and as purchaser agent for itself (the PNC Purchaser Agent), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (BTMU), as a Bank and as purchaser agent for Gotham (the Gotham Purchaser Agent), SUNTRUST BANK (ST), as a Bank and as purchaser agent for itself (the ST P

GTJ REIT, Inc. – Form of Assignment and Acceptance Agreement (March 29th, 2016)

WHEREAS, Assignor is a party to that certain Credit Agreement, dated December 2, 2015, as, by and among GTJ REALTY, LP, a Delaware limited partnership (the "Borrower"), the other lenders that are or may become a party thereto, and KEYBANK NATIONAL ASSOCIATION, individually and as Agent (as amended from time to time, the "Credit Agreement"); and

Assignment and Acceptance Agreement and Amendment No. 4 to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 2 to Third Amended and Restated Purchase and Contribution Agreement (September 2nd, 2015)

UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the Seller), UNITED RENTALS, INC., a Delaware corporation (the Collection Agent), LIBERTY STREET FUNDING LLC (Liberty), a Delaware limited liability company, and GOTHAM FUNDING CORPORATION (Gotham), a Delaware corporation (each of Liberty and Gotham, a Purchaser, and together the Purchasers), THE BANK OF NOVA SCOTIA (Scotia Capital), as a Bank, as administrative agent (the Administrative Agent) for the Investors and the Banks (as defined herein) and as purchaser agent for Liberty (the Liberty Purchaser Agent), PNC BANK, NATIONAL ASSOCIATION (PNC), as a Bank and as purchaser agent for itself (the PNC Purchaser Agent), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (BTMU), as a Bank and as purchaser agent for Gotham (the Gotham Purchaser Agent), and SUNTRUST BANK (ST), as a Bank and as purchaser agent for itself (the ST Purchaser Agent), and BANK OF MONTREAL (BMO), as a Bank and as purchaser agent for BMO a

Westlake Chemical Corporation – Annex a Definitions Exhibit a Form of Note Exhibit B Form of Borrowing Base Certificate Exhibit C Form of Obligation Guaranty Exhibit D Form of Notice of Borrowing Exhibit E Form of Notice of Continuation/Conversion Exhibit F Form of Assignment and Acceptance Agreement Exhibit G Form of Compliance Certificate Schedule 1 Borrowers Schedule 1.2 Lenders Commitments Schedule 6.4 Prior Corporate Names Schedule 6.5 Subsidiaries and Affiliates Schedule 6.9 Proprietary Rights Schedule 6.10 Trade Names Schedule 6.11 Litigation Schedule 6.12 Labor Disputes Schedule 6.13 Environmental La (June 27th, 2014)

This Second Amended and Restated Credit Agreement, dated as of September 16, 2011 (this Agreement) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), Bank of America, N.A. with an office at 901 Main Street, Dallas, Texas, 75202, as agent for the Lenders (in its capacity as agent, the Agent), and Westlake Chemical Corporation, a Delaware corporation (Westlake) and certain of its domestic subsidiaries listed on Schedule 1 hereto, each with offices at 2801 Post Oak Boulevard, Houston, Texas 77056 (each a Borrower and collectively, all Borrowers, including Westlake, the Borrowers).

Exhibit A-1 Form of Assignment and Acceptance Agreement (June 14th, 2013)

This ASSIGNMENT AND ACCEPTANCE AGREEMENT ("Assignment Agreement") is entered into as of ___________________ between ________________________ ("Assignor") and ________________________ ("Assignee"). Reference is made to the Credit Agreement described in Annex I hereto (the "Credit Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

Assignment and Acceptance Agreement and Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement (February 4th, 2013)

UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the Seller), UNITED RENTALS, INC., a Delaware corporation (the Collection Agent), LIBERTY STREET FUNDING LLC (Liberty), a Delaware limited liability company, MARKET STREET FUNDING LLC (Market Street), a Delaware limited liability company, and GOTHAM FUNDING CORPORATION (Gotham), a Delaware corporation (each of Liberty, Market Street and Gotham, a Purchaser, and together the Purchasers), THE BANK OF NOVA SCOTIA (Scotia Capital), as a Bank, as administrative agent (the Administrative Agent) for the Investors and the Banks (as defined herein) and as purchaser agent for Liberty (the Liberty Purchaser Agent), PNC BANK, NATIONAL ASSOCIATION (PNC), as a Bank and as purchaser agent for Market Street (the Market Street Purchaser Agent), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (BTMU), as a Bank and as purchaser agent for Gotham (the Gotham Purchaser Agent), and BANK OF AMERICA, N.A. (BOA), as a Bank and

Annex a Definitions Exhibit a Form of Note Exhibit B Form of Borrowing Base Certificate Exhibit C Form of Obligation Guaranty Exhibit D Form of Notice of Borrowing Exhibit E Form of Notice of Continuation/Conversion Exhibit F Form of Assignment and Acceptance Agreement Exhibit G Form of Compliance Certificate Schedule 1 Borrowers Schedule 1.2 Lenders Commitments Schedule 6.4 Prior Corporate Names Schedule 6.5 Subsidiaries and Affiliates Schedule 6.9 Proprietary Rights Schedule 6.10 Trade Names Schedule 6.11 Litigation Schedule 6.12 Labor Disputes Schedule 6.13 Environmental La (September 19th, 2011)

This Second Amended and Restated Credit Agreement, dated as of September 16, 2011 (this Agreement) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), Bank of America, N.A. with an office at 901 Main Street, Dallas, Texas, 75202, as agent for the Lenders (in its capacity as agent, the Agent), and Westlake Chemical Corporation, a Delaware corporation (Westlake) and certain of its domestic subsidiaries listed on Schedule 1 hereto, each with offices at 2801 Post Oak Boulevard, Houston, Texas 77056 (each a Borrower and collectively, all Borrowers, including Westlake, the Borrowers).

Annexes, Exhibits and Schedules Annex a - Defined Terms Exhibit A-1 - Form of Second Amended and Restated Revolving Loan Note Exhibit A-2 - Form of Second Amended and Restated Swing Line Note Exhibit B - Form of Borrowing Base Certificate Exhibit C - Form of Notice of Borrowing Exhibit D - Form of Notice of Continuation/Conversion Exhibit E - Form of Assignment and Acceptance Agreement Exhibit F - Form of Intercompany Note Schedule 1.2 Lenders Commitments (Annex a Defined Terms) Schedule 6.3 Organization and Qualifications Schedule 6.5 Subsidiaries and Affiliates Schedule 6.9 Debt Schedul (July 5th, 2011)

This Second Amended and Restated Credit Agreement, dated as of December 9, 2010 (this Agreement) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), JPMorgan Chase Bank, N.A. having its principal office at 120 S. LaSalle Street, 8th Floor, Chicago, IL 60603, as agent for the Lenders (in its capacity as agent, the Agent), Eliokem, Inc., a Delaware corporation, with offices at 1380 Tech Way Drive, Akron, Ohio 44306 (Eliokem), and OMNOVA Solutions Inc., an Ohio corporation, with offices at 175 Ghent Road, Fairlawn, Ohio 44333 (Omnova and together with Eliokem, the Borrowers and each a Borrower).

Annexes, Exhibits and Schedules Annex a - Defined Terms Exhibit A-1 - Form of Second Amended and Restated Revolving Loan Note Exhibit A-2 - Form of Second Amended and Restated Swing Line Note Exhibit B - Form of Borrowing Base Certificate Exhibit C - Form of Notice of Borrowing Exhibit D - Form of Notice of Continuation/Conversion Exhibit E - Form of Assignment and Acceptance Agreement Exhibit F - Form of Intercompany Note Schedule 1.2 Lenders Commitments (Annex a Defined Terms) Schedule 6.3 Organization and Qualifications Schedule 6.5 Subsidiaries and Affiliates Schedule 6.9 Debt Schedul (January 25th, 2011)

This Second Amended and Restated Credit Agreement, dated as of December 9, 2010 (this Agreement) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), JPMorgan Chase Bank, N.A. having its principal office at 120 S. LaSalle Street, 8th Floor, Chicago, IL 60603, as agent for the Lenders (in its capacity as agent, the Agent), Eliokem, Inc., a Delaware corporation, with offices at 1380 Tech Way Drive, Akron, Ohio 44306 (Eliokem), and OMNOVA Solutions Inc., an Ohio corporation, with offices at 175 Ghent Road, Fairlawn, Ohio 44333 (Omnova and together with Eliokem, the Borrowers and each a Borrower).

Lsb Industries Inc. – Form of Assignment and Acceptance Agreement (August 6th, 2010)

Reference hereby is made to that certain Amended and Restated Loan and Security Agreement, dated as of November 5, 2007 (the "Loan Agreement"), among LSB Industries, Inc., an Delaware corporation ("Parent"), ThermaClime, Inc., an Oklahoma corporation ("Administrative Borrower"), certain of Administrative Borrower's subsidiaries signatory thereto (such subsidiaries, together with Administrative Borrower, each a "Borrower" and collectively, the "Borrowers"), the lenders signatory thereto (the "Lenders"), and Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Lenders ("Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

Hudson Pacific Properties – Exhibit a Title Insurance Requirements, Endorsements and Affirmative Coverages Exhibit B Survey Requirements Exhibit C Single Purpose Entity Provisions Exhibit D Enforceability Opinion Requirements Exhibit E Non-Consolidation Opinion Requirements Exhibit F Reserved Exhibit G Form of Tenant Estoppel Letter Exhibit H Borrower Organizational Structure Exhibit I Reserved Exhibit J Form of Assignment and Acceptance Agreement Exhibit K Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit L Form of Tenant Notification Letter Exhibit M Reserved Exhibit N Exhibit O Standard Form of L (June 22nd, 2010)

THIS LOAN AND SECURITY AGREEMENT, dated as of November 28, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), by and between GLENBOROUGH TIERRASANTA, LLC, a Delaware limited liability company, Borrower, having an address at c/o Morgan Stanley, 1585 Broadway, 37th Floor, New York, New York 10036, and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005 (together with its successors and assigns, Lender).

Innophos Holdings, Inc. – EXHIBIT a to LOAN AND SECURITY AGREEMENT ASSIGNMENT AND ACCEPTANCE AGREEMENT (May 7th, 2010)

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this Assignment and Acceptance) dated as of , 20__ is made between (the Assignor) and (the Assignee).

Innophos Holdings – EXHIBIT a to LOAN AND SECURITY AGREEMENT ASSIGNMENT AND ACCEPTANCE AGREEMENT (May 7th, 2010)

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this Assignment and Acceptance) dated as of , 20 is made between (the Assignor) and (the Assignee).

Strategic Hotels & Resorts Inc – Exhibit a Title Insurance Requirements Exhibit B Survey Requirements Exhibit C Single Purpose Entity Provisions Exhibit D Enforceability Opinion Requirements Exhibit E Non-Consolidation Opinion Requirements Exhibit F Counterparty Opinion Requirements Exhibit G Form of Tenant Estoppel Letter Exhibit H-1 Borrower Organizational Structure at Closing Exhibit H-2 Intentionally Deleted Exhibit I Interest Rate Cap Agreement Requirements Exhibit J Form of Assignment and Acceptance Agreement Exhibit K Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit L Intentionally Deleted Exhibi (February 25th, 2010)

THIS LOAN AND SECURITY AGREEMENT dated as of October 6, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between SHC CHOPIN PLAZA, LLC, a Delaware limited liability company, (the Borrower) having an office at c/o Strategic Hotel Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (together with its successors and assigns, Lender).

Strategic Hotels & Resorts Inc – Exhibit a Intentionally Omitted Exhibit B Form of Pledge Acknowledgement Exhibit C Single Purpose Entity Provisions Exhibit D Enforceability Opinion Requirements Exhibit E Non-Consolidation Opinion Requirements Exhibit F Counterparty Opinion Requirements Exhibit G Form of Tenant Estoppel Letter Exhibit H-1 Mezzanine Borrower Organizational Structure at Closing Exhibit I Interest Rate Cap Agreement Requirements Exhibit J Form of Assignment and Acceptance Agreement Exhibit K Intentionally Omitted Exhibit L Intentionally Omitted Exhibit M Counterparty Acknowledgment Exhibit N Intentionally Omitte (February 25th, 2010)

THIS MEZZANINE LOAN AND SECURITY AGREEMENT, dated as of September 1, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between SHR SCOTTSDALE MEZZ X-1, L.L.C., a Delaware limited liability company and SHR SCOTTSDALE MEZZ Y-1, L.L.C., a Delaware limited liability company, (each a Co-Mezzanine Borrower and collectively, on a joint and several liability basis, the Mezzanine Borrower) having an office c/o Strategic Hotel Funding, L.L.C., 77 West Wacker, Suite 4600, Chicago, Illinois 60601 and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (together with its successors and assigns, Mezzanine Lender).

Strategic Hotels & Resorts Inc – Exhibit a Title Insurance Requirements Exhibit B Survey Requirements Exhibit C Single Purpose Entity Provisions Exhibit D Enforceability Opinion Requirements Exhibit E Non-Consolidation Opinion Requirements Exhibit F Counterparty Opinion Requirements Exhibit G Form of Tenant Estoppel Letter Exhibit H-1 Borrower Organizational Structure at Closing Exhibit H-2 Intentionally Deleted Exhibit I Interest Rate Cap Agreement Requirements Exhibit J Form of Assignment and Acceptance Agreement Exhibit K Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit L Intentionally Deleted Exhibi (February 25th, 2010)

THIS LOAN AND SECURITY AGREEMENT dated as of September 1, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between SHR SCOTTSDALE X, L.L.C., a Delaware limited liability company and SHR SCOTTSDALE Y, L.L.C., a Delaware limited liability company, (each a Co-Borrower and collectively, on a joint and several liability basis, the Borrower) having an office at c/o Strategic Hotel Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (together with its successors and assigns, Lender).

Generac Holdings Inc – CREDIT AGREEMENT Dated as of November 10, 2006, Among GENERAC ACQUISITION CORP., GPS CCMP MERGER CORP., THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and BARCLAYS BANK PLC, as Documentation Agent and WILMINGTON TRUST COMPANY, as Collateral Agent (December 17th, 2009)

CREDIT AGREEMENT dated as of November 10, 2006 (this Agreement), among GPS CCMP MERGER CORP., a Wisconsin corporation (the Company), GENERAC ACQUISITION CORP., a Delaware corporation (Holdings), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent), J.P. MORGAN SECURITIES INC., as syndication agent (in such capacity, the Syndication Agent), BARCLAYS BANK PLC, as documentation agent (in such capacity, the Documentation Agent), WILMINGTON TRUST COMPANY, as collateral agent (and its successors and assigns in such capacity, the Collateral Agent) and GOLDMAN SACHS CREDIT PARTNERS L.P. and J.P. MORGAN SECURITIES INC. as joint lead arrangers and joint bookrunners (in such capacities, the Joint Lead Arrangers).

Assignment and Acceptance Agreement (November 4th, 2009)

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this Assignment and Acceptance) dated as of September 16, 2009 is made between THE CIT GROUP/BUSINESS CREDIT, INC. (the Assignor) and WACHOVIA BANK, NATIONAL ASSOCIATION (the Assignee).

Exhibits and Schedules Exhibit a Form of Borrowing Base Certificate a - 1 Exhibit B-1 U.S. Notice of Borrowing B - 1 Exhibit B-2 Canadian Notice of Borrowing B - 2 Exhibit B-3 Specified Loan Notice of Borrowing B - 3 Exhibit C-1 Form of U.S. Notice of Continuation/Conversion C - 1 Exhibit C-2 Form of Canadian Notice of Continuation/Conversion C - 2 Exhibit C-3 Form of Specified Loan Notice of Continuation/Conversion C - 3 Exhibit D Form of Compliance Certificate D - 1 Exhibit E Form of Assignment and Acceptance Agreement E - 1 Exhibit F Perfection Certificate Exhibit G Form of Solvency Certifi (October 28th, 2009)

This Credit Agreement dated as of June 9, 2008, among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), Bank of America, N.A., with an office at 335 Madison Avenue, New York, New York 10017, as Agent, U.S. Swingline Lender and Letter of Credit Issuer, Bank of America, N.A. (acting through its Canada branch), with an office at 200 Front Street West, Toronto, Ontario, M5V 3L2, as Canadian Swingline Lender and as a Canadian Funding Bank, UBS Securities LLC, as the syndication agent (in its capacity as the syndication agent, the Syndication Agent), UBS AG Canada Branch, as a Canadian Funding Bank, Wachovia Bank, National Association, as a co-documentation agent (in its capacity as a co-documentation agent, a Co-Documentation Agent), Wachovia Capital Finance Corporation (Canada), as a Canadian Funding Bank,

Progressive Gaming International Corporation – Assignment and Acceptance Agreement (January 26th, 2009)

ASSIGNMENT AND ACCEPTANCE AGREEMENT (this Assignment Agreement) is entered into as of January 16, 2009 between PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION, a California corporation

Assignment and Acceptance Agreement (December 17th, 2008)

This ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of December 12, 2008 (this Assignment) is among (i) The CIT Group/Business Credit, Inc. in its capacity as the sole lender under the Credit Agreement referenced below (in such capacity, the Existing Lender) and its capacity as administrative agent and collateral agent under the Credit Agreement (in such capacity, the Existing Agent), (ii) D. E. Shaw Laminar Portfolios, L.L.C., in its capacity as the successor lender (in such capacity, the Successor Lender), (iii) D. E. Shaw Laminar Lending 3 (C), L.L.C., in its capacity as the successor administrative agent and collateral agent (in such capacity, the Successor Agent), (iv) D. E. Shaw Laminar Lending, Inc., in its capacity as guarantor under the Shaw Guaranty (as defined below) (in such capacity, the Shaw Guarantor; the Shaw Guarantor, together with the Successor Lender and the Successor Agent, are collectively referred to herein as Shaw), (v) The Parent Company, BabyUniverse, eToys Dire

Form of Assignment and Acceptance Agreement (May 2nd, 2007)

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this Assignment Agreement) is entered into as of , 20 between (Assignor) and (Assignee). Reference is made to that certain Second Amended and Restated Loan and Security Agreement described in Item 2 of Annex I annexed hereto (the Second Amended and Restated Loan and Security Agreement). Capitalized terms used herein and in Annex I and not otherwise defined shall have the meanings ascribed to them in the Second Amended and Restated Loan and Security Agreement.

Apartment Trust of America – Assignment and Acceptance Agreement (November 28th, 2006)

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of November 22, 2006 (the Agreement) by and among WACHOVIA BANK, NATIONAL ASSOCIATION (the Assignor), LASALLE BANK NATIONAL ASSOCIATION (the Assignee), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the Agent).

Strategic Hotels & Resorts Inc – Exhibit a Title Insurance Requirements Exhibit B Survey Requirements Exhibit C Single Purpose Entity Provisions Exhibit D Enforceability Opinion Requirements Exhibit E Non-Consolidation Opinion Requirements Exhibit F Counterparty Opinion Requirements Exhibit G Form of Tenant Estoppel Letter Exhibit H-1 Borrower Organizational Structure at Closing Exhibit H-2 Intentionally Deleted Exhibit I Interest Rate Cap Agreement Requirements Exhibit J Form of Assignment and Acceptance Agreement Exhibit K Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit L Intentionally Deleted Exhibi (November 8th, 2006)

THIS LOAN AND SECURITY AGREEMENT dated as of September 1, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between SHR SCOTTSDALE X, L.L.C., a Delaware limited liability company and SHR SCOTTSDALE Y, L.L.C., a Delaware limited liability company, (each a Co-Borrower and collectively, on a joint and several liability basis, the Borrower) having an office at c/o Strategic Hotel Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (together with its successors and assigns, Lender).

Strategic Hotels & Resorts Inc – Exhibit a Intentionally Omitted Exhibit B Form of Pledge Acknowledgement Exhibit C Single Purpose Entity Provisions Exhibit D Enforceability Opinion Requirements Exhibit E Non-Consolidation Opinion Requirements Exhibit F Counterparty Opinion Requirements Exhibit G Form of Tenant Estoppel Letter Exhibit H-1 Mezzanine Borrower Organizational Structure at Closing Exhibit I Interest Rate Cap Agreement Requirements Exhibit J Form of Assignment and Acceptance Agreement Exhibit K Intentionally Omitted Exhibit L Intentionally Omitted Exhibit M Counterparty Acknowledgment Exhibit N Intentionally Omitte (November 8th, 2006)

THIS MEZZANINE LOAN AND SECURITY AGREEMENT, dated as of September 1, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between SHR SCOTTSDALE MEZZ X-1, L.L.C., a Delaware limited liability company and SHR SCOTTSDALE MEZZ Y-1, L.L.C., a Delaware limited liability company, (each a Co-Mezzanine Borrower and collectively, on a joint and several liability basis, the Mezzanine Borrower) having an office c/o Strategic Hotel Funding, L.L.C., 77 West Wacker, Suite 4600, Chicago, Illinois 60601 and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (together with its successors and assigns, Mezzanine Lender).

Strategic Hotels & Resorts Inc – Exhibit a Title Insurance Requirements Exhibit B Survey Requirements Exhibit C Single Purpose Entity Provisions Exhibit D Enforceability Opinion Requirements Exhibit E Non-Consolidation Opinion Requirements Exhibit F Counterparty Opinion Requirements Exhibit G Form of Tenant Estoppel Letter Exhibit H-1 Borrower Organizational Structure at Closing Exhibit H-2 Intentionally Deleted Exhibit I Interest Rate Cap Agreement Requirements Exhibit J Form of Assignment and Acceptance Agreement Exhibit K Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit L Intentionally Deleted Exhibi (October 12th, 2006)

THIS LOAN AND SECURITY AGREEMENT dated as of October 6, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between SHC CHOPIN PLAZA, LLC, a Delaware limited liability company, (the Borrower) having an office at c/o Strategic Hotel Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (together with its successors and assigns, Lender).

Annex a - Defined Terms Exhibit a - Form of Borrowing Base Certificate Exhibit C - Form of Notice of Borrowing Exhibit D - Form of Notice of Continuation/Conversion Exhibit E - Form of Assignment and Acceptance Agreement Exhibit F - High Yield Notes Term Sheet Exhibit G - Preferred Stock Term Sheet (October 21st, 2005)

This Credit Agreement, dated as of September 19, 2005, (this Agreement) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), Bank of America, N.A. with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as agent for the Lenders (in its capacity as agent, the Agent), Spansion LLC, a Delaware limited liability company, with offices at 915 DeGuigne Drive, P.O. Box 3453, Sunnyvale, California 94088 (the Borrower), and following the Approved Restructuring, Spansion, Inc., a Delaware corporation (Parent). With respect to Parent, all representations and warranties made by it and terms and conditions by which it is bound, shall be deemed to apply to Parent at all times after the Approved Restructuring.

Annex a - Defined Terms Exhibit a - Form of Borrowing Base Certificate Exhibit C - Form of Notice of Borrowing Exhibit D - Form of Notice of Continuation/Conversion Exhibit E - Form of Assignment and Acceptance Agreement Exhibit F - High Yield Notes Term Sheet Exhibit G - Preferred Stock Term Sheet Schedule A-1 Approved Restructuring Schedule C-1 Lenders Commitments Schedule E-1 Eligible Foreign Account Debtors Schedule F-1 Fab 25 Facility Schedule 6.3 Organization and Qualifications Schedule 6.4 Corporate Name; Prior Transactions Schedule 6.5 Subsidiaries and Affiliates Schedule 6.7 C (September 23rd, 2005)

This Credit Agreement, dated as of September 19, 2005, (this Agreement) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), Bank of America, N.A. with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as agent for the Lenders (in its capacity as agent, the Agent), Spansion LLC, a Delaware limited liability company, with offices at 915 DeGuigne Drive, P.O. Box 3453, Sunnyvale, California 94088 (the Borrower), and following the Approved Restructuring, Spansion, Inc., a Delaware corporation (Parent). With respect to Parent, all representations and warranties made by it and terms and conditions by which it is bound, shall be deemed to apply to Parent at all times after the Approved Restructuring.

Assignment and Acceptance Agreement (November 24th, 2004)

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (Assignment Agreement) is entered into as of August 31, 2004 (the Effective Date) between SCM TELCO FINANCE LLC (Assignor), and HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, LP (Assignee). Reference is made to the agreements described in Annex I annexed hereto (the Factoring Documents). Capitalized terms used herein and in Annex I and not otherwise defined shall have the meanings ascribed to them in the Factoring Agreement dated as of December 12, 2003.

Oshkosh B'Gosh Inc -Cl A – Amendment No. 1 to Credit Agreement and Assignment and Acceptance Agreement (March 16th, 2004)

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT AND ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Amendment"), entered into as of October 30, 2003, is among OshKosh B'Gosh, Inc., a Delaware corporation (the "Borrower"), U.S. Bank National Association ("U.S. Bank"), for itself as a Bank, an LOC Bank and as Agent (the "Agent") for all Banks from time to time party to the Credit Agreement (defined below), each of the Banks signatory hereto and each of the LOC Banks signatory hereto.

Oshkosh B'Gosh Inc -Cl A – Amendment No. 1 to Credit Agreement and Assignment and Acceptance Agreement (November 6th, 2003)

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT AND ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Amendment"), entered into as of October 30, 2003, is among OshKosh B'Gosh, Inc., a Delaware corporation (the "Borrower"), U.S. Bank National Association ("U.S. Bank"), for itself as a Bank, an LOC Bank and as Agent (the "Agent") for all Banks from time to time party to the Credit Agreement (defined below), each of the Banks signatory hereto and each of the LOC Banks signatory hereto.