Common use of Available Amount Clause in Contracts

Available Amount. an amount, not less than zero in the aggregate, equal to 50% of Consolidated Net Income of the Company and its Restricted Subsidiaries for the period (taken as one accounting period) from April 1, 2017 to the end of the Fiscal Period: $_________ + on the date of receipt by the Company after the Closing Date of Net Cash Proceeds from any sale or issuance of common stock or Qualified Preferred Stock of the Company or any contribution to the common equity capital of the Company, the amount of such Net Cash Proceeds to the extent such Net Cash Proceeds do not increase the Available JV Basket Amount: $_________ + the Net Cash Proceeds received by the Borrowers and their respective Restricted Subsidiaries of Dispositions of Investments made using the Available Amount to the extent such Net Cash Proceeds are not required to prepay the Loans pursuant to Section 2.05(b) of the Credit Agreement in an amount not to exceed the amount of the original Investment: $_________ + returns received in cash or Cash Equivalents by the Borrowers and their respective Restricted Subsidiaries on Investments made using the Available Amount (including Investments in Unrestricted Subsidiaries) in an amount not to exceed the amount of the original Investment: $_________ + any Declined Amounts: $_________ 0 the amount of any Investment made (or deemed made) pursuant to Section 7.05(p) of the Credit Agreement: $_________ 0 the amount of any Dividend made in reliance on Section 7.06(e) of the Credit Agreement: $_________ = Available Amount: $_________ This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the sufficiency and receipt of which is hereby acknowledged, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all of the outstanding rights and obligations under the respective facilities identified below (including, without limitation, Letters of Credit, Swing Line Loans and Guaranties included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Available Amount. an amount, not less than zero in the aggregate, equal to 50% A. The sum of Consolidated Net Income of the Company and its Restricted Subsidiaries for the period (taken as one accounting period) from April 1, 2017 to the end of the Fiscal PeriodLines IV.A.1 through IV.A.5: $_________ + on 1. An amount equal to the sum of that portion of Excess Cash Flow for each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2007 and ending prior to the date of receipt hereof that is not required by the Company after the Closing Date of Net Cash Proceeds from any sale or issuance of common stock or Qualified Preferred Stock terms of the Company or any contribution Credit Agreement to the common equity capital of the Company, the amount of such Net Cash Proceeds be applied to the extent such Net Cash Proceeds do not increase the Available JV Basket Amountmandatory prepayments and/or mandatory commitment reductions: $_________ + the Net Cash Proceeds received by the Borrowers and their respective Restricted Subsidiaries of Dispositions of Investments made using the Available Amount to the extent such Net Cash Proceeds are not required to prepay the Loans pursuant to Section 2.05(b) of the Credit Agreement in an amount not to exceed the 2. The amount of Exempt Proceeds and Exempt Equity Proceeds on the original Investmentdate hereof: $_________ + returns 3. The aggregate amount of all cash dividends and other cash distributions received in cash or Cash Equivalents by the Borrowers and their respective Borrower or any of its Restricted Subsidiaries on Investments made using the Available Amount from any Minority Investment (including Investments in any JV Entity) or Unrestricted Subsidiary (other than Southwest Power Partners, LLC and its Subsidiaries) in an amount not after the Closing Date and on or prior to exceed the date hereof (less the amount of any Tax Payments in respect thereof) to the original Investmentextent such amounts have not otherwise been utilized for any permitted purpose under the Credit Agreement (other than any Investments thereof in Cash Equivalents): $______ 4. The aggregate amount of all cash repayments of principal and interest received by the Borrower or any of its Restricted Subsidiaries from any Minority Investment (including any JV Entity) or Unrestricted Subsidiary after the Closing Date and on or prior to the date hereof in respect of loans made by the Borrower or any Restricted Subsidiary to such Minority Investment (including any JV Entity) or Unrestricted Subsidiary to the extent such amounts have not otherwise been utilized for any permitted purpose under the Credit Agreement (other than any Investments thereof in Cash Equivalents): $______ 5. The aggregate amount of all Net Proceeds of Asset Sales received by the Borrower or any of its Restricted Subsidiaries in connection with the sale, transfer or other disposition of its ownership interest in any Minority Investment (including any JV Entity) or Unrestricted Subsidiary after the Closing Date and on or prior to the date hereof to the extent such amounts have not otherwise been utilized for any permitted purpose under the Credit Agreement (other than any Investments thereof in Cash Equivalents): $______ B. The aggregate amount of any Investments made by the Borrower or any Restricted Subsidiary pursuant to clause (ii) of Section 7.02(s) of the Credit Agreement after the Closing Date and on or prior to the date hereof: $_________ + any Declined Amounts: C. Available Amount (Line V.A - Line V.B): $_________ 0 the amount of any Investment made (or deemed made) pursuant to Section 7.05(p) of the Credit Agreement: $_________ 0 the amount of any Dividend made in reliance on Section 7.06(e) of the Credit Agreement: $_________ = Available Amount: $_________ This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the sufficiency and receipt of which is hereby acknowledged, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all of the outstanding rights and obligations under the respective facilities identified below (including, without limitation, Letters of Credit, Swing Line Loans and Guaranties included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Available Amount. (a) the sum of, without duplication,$30,000,000 $30,000,000 (b) an amount, not less than zero in the aggregate, equal to fifty percent (50% %) of the cumulative Consolidated Net Income of the Company and its Restricted Subsidiaries for the period (taken as one accounting period) commencing from April 1, 2017 the first day of the first full fiscal quarter of the Borrower ending after the Closing Date to the end of the Fiscal Periodfiscal quarter of the Borrower most recently ended: $_________ + on _ (c) one hundred percent (100%) of the date of receipt net cash proceeds received by the Company Borrower prior to the last day of the period covered by the financial statements delivered herewith from issuances after the Closing Date of Net Cash Proceeds from any sale or issuance of common stock or Qualified Preferred Capital Stock of the Company or any contribution to the common equity capital of the Company, the amount of such Net Cash Proceeds Borrower (solely to the extent such Net Cash Proceeds do not increase the Available JV Basket Amount: net cash proceeds are Not Otherwise Applied): $_________ + _ (d) the Net Cash Proceeds received by amount of any Investment made following the Borrowers and their respective Restricted Subsidiaries of Dispositions of Investments made using Closing Date in reliance on the Available Amount to the extent that such Net Cash Proceeds are not required amount is returned in cash prior to prepay the Loans pursuant to Section 2.05(b) last day of the Credit Agreement in an amount not period covered by the financial statements delivered herewith from the return of, or a return on, principal of such Investment (other than a sale to exceed the amount of the original a Loan Party or a Subsidiary), or from a dividend or interest received with respect to such Investment: $_________ + returns received in cash _ (e) the amount by which Indebtedness of the Borrower or Cash Equivalents any of its Subsidiaries is reduced on the Borrower’s Consolidated balance sheet prior to the last day of the period covered by the Borrowers and their respective Restricted Subsidiaries on Investments made using financial statements delivered herewith upon the Available Amount conversion or exchange of such Indebtedness for Qualified Capital Stock of the Borrower (including Investments in Unrestricted Subsidiaries) in an amount not to exceed less the amount of any cash or the original Investment: fair market value of other property distributed by the Borrower or any Subsidiary upon such conversion or exchange, other than in connection with a restructuring): $_________ + any Declined Amounts: $_________ 0 (f) the cumulative aggregate amount of any Investment all Investments made (or deemed made) in reliance on the Available Amount pursuant to Section 7.05(p7.03(m) of the Credit Agreement: $_________ 0 _ (g) the cumulative aggregate amount of any Dividend all Junior Debt Payments made in reliance on the Available Amount pursuant to Section 7.06(e7.14(a)(iii) of the Credit Agreement: $_________ = _ (h) Available Amount: $Amount [(Lines (III)(a) + (b) + (c) + (d) + (e)) – (Lines III(f) + (g))] ​ ​ ​ ​ THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, 20__, is by and between _____________________, a ______________________ This Assignment (the “New Subsidiary”), and Assumption (this “Assignment and Assumption”) is Bank of America, N.A., in its capacity as the Administrative Agent under that certain Credit Agreement, dated as of the Effective Date set forth below and is entered into by and between February [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below __], 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), receipt of by and among the AeroVironment, Inc., a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationDelaware corporation, the sufficiency and receipt of which is hereby acknowledgedGuarantors party thereto, the Assignor hereby irrevocably sells Lenders from time to time party thereto, Bank of America, N.A., as the Administrative Agent, the Swingline Lender, and assigns to the Assigneean L/C Issuer, and the Assignee other L/C Issuers party thereto. The Loan Parties are required by Section 6.12 of the Credit Agreement to cause the New Subsidiary to become a Guarantor. Accordingly, the New Subsidiary hereby irrevocably purchases agrees as follows with the Administrative Agent, for the benefit of the Secured Parties: 1. The New Subsidiary hereby acknowledges, agrees and assumes from confirms that, by its execution of this Agreement, the AssignorNew Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, subject and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to each Secured Party, as provided in Article X of the Credit Agreement, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations strictly in accordance with the Standard Terms terms thereof. 2. The New Subsidiary hereby acknowledges, agrees and Conditions confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement, and shall have all the obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting generality of the foregoing terms of this paragraph 2, the New Subsidiary hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off against, any and all right, title and interest of the New Subsidiary in and to the Collateral (as such term is defined in the Security Agreement) of the New Subsidiary. 3. The New Subsidiary hereby represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that: (a) Set forth on Schedule 1 attached hereto is complete and accurate list as of the date hereof of (i) each Subsidiary, joint venture and partnership and other equity investments of the New Subsidiary, (ii) the number of shares of each class of Equity ​ Interests in each such Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests of such Subsidiary owned by the New Subsidiary and its Subsidiaries, and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). (b) Set forth on Schedule 2 attached hereto is a complete and accurate list as of the date hereof of the New Subsidiary’s (i) exact legal name, (ii) any former legal names in the four (4) months prior to the Closing Date, (iii) jurisdictions in which such Loan Party is qualified to do business, (iv) address of its chief executive office address (and address of its principal place of business address if different than its chief executive office), (v) U.S. federal taxpayer identification number, and (vi) organization identification number. (c) Set forth on Schedule 3 attached hereto is a list of all Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by the New Subsidiary as of the date hereof. As of the date hereof, none of the Intellectual Property owned by the New Subsidiary or any of its Subsidiaries is subject to any licensing agreement or similar arrangement (other than non-exclusive outbound licenses entered into in the ordinary course of business) except as set forth on Schedule 3 attached hereto. (d) Set forth on Schedule 4 attached hereto, as of the date hereof, is a description of all deposit accounts and securities accounts of the New Subsidiary, including (i) in the case of a deposit account, the name of the depository institution and balance (as of the date hereof), held in such deposit account and whether such account is an Excluded Account, and (ii) in the case of a securities account, the name of the securities intermediary or issuer and the aggregate market value (as of the date hereof) held in such securities account. (e) Set forth on Schedule 5 attached hereto is a list of all real property located in the United States that is owned or leased by the New Subsidiary as of the date hereof (in each case, including (i) the number of buildings located on such property, (ii) the property address, and (iii) the city, county, state and zip code which such property is located. (f) Set forth on Schedule 6 attached hereto is a list of all Commercial Tort Claims (as defined in the Security Agreement) initiated by or in favor of the New Subsidiary seeking damages in excess of $1,000,000 as of the date hereof. (g) Set forth on Schedule 7 attached hereto is a list of all Instruments, Documents or Tangible Chattel Paper (each as defined in the Security Agreement) of the New Subsidiary required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a) of the Security Agreement. (h) Except as set forth on Schedule 8 attached hereto, the New Subsidiary has not (i) been party to a merger, consolidation or other change in structure, (ii) used any ​ ​ tradename, or (iii) changed its legal name, in each case, in the five (5) years prior to the date hereof. 4. The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 1.01(a) to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing. 5. The New Subsidiary hereby waives acceptance by the Administrative Agent and the other Secured Parties of the guaranty by the New Subsidiary under Article X of the Credit Agreement upon the execution of this Agreement by the New Subsidiary. 6. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Subject to Section 11.18 of the Credit Agreement, as this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures, including facsimile and .pdf, and shall be considered an original, and shall have the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights same legal effect, validity and obligations enforceability as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[spaper record. 7. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [signature pages follow] and equal to the percentage interest[s] identified below of all of the outstanding rights and obligations under the respective facilities identified below (including, without limitation, Letters of Credit, Swing Line Loans and Guaranties included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.​

Available Amount. an amount, not less than zero in the aggregate, equal to 50% lesser of Consolidated Net Income (a) the Aggregate Commitment; and (b) the sum of (i) seventy-five percent (75%) of the Company and its Restricted Subsidiaries for Appraised Value (as shown on the latest Available Amount Report pursuant to the latest Appraisal as provided pursuant to the 2004 Credit Agreement or this Credit Agreement, whichever is later) of the Collateral (other than the GK Collateral) in which the Syndication Parties have a perfected first priority lien, subject to Permitted Encumbrances, (without considering the lien which secures any Pari Passu Loan), plus (ii) (A) during the period (taken as one accounting period) from April 1, 2017 to the end of the Fiscal Period: $_________ + on the date of receipt by the Company after the Closing Date to, but not including, the Control Acquisition Date, the GK Pro Rata Share of Net Cash Proceeds from any sale or issuance of common stock or Qualified Preferred Stock 150% of the Company or any contribution to the common equity capital net book value of the CompanyGK Fixed Assets, (B) during the period on and after the Control Acquisition Date to, but not including, the amount XX Xxxx Date: (1) during any part of such Net Cash Proceeds to period that the extent such Net Cash Proceeds do not increase the Available JV Basket Amount: $_________ + the Net Cash Proceeds received Loans are directly or indirectly secured by the Borrowers Gold Xxxx Stock (and their respective Restricted Subsidiaries of Dispositions of Investments made using while the Available Amount to the extent such Net Cash Proceeds are not required to prepay the Loans pursuant to Section 2.05(bGold Xxxx Stock constitutes “margin stock” as that term is defined in Federal Reserve Board Regulation U at 12 C.F.R. §221.2), then fifty percent (50.0%) of the Credit Agreement market value (determined as provided in an amount not to exceed the amount of the original Investment: $_________ + returns received in cash or Cash Equivalents by the Borrowers and their respective Restricted Subsidiaries on Investments made using the Available Amount (including Investments in Unrestricted Subsidiaries) in an amount not to exceed the amount of the original Investment: $_________ + any Declined Amounts: $_________ 0 the amount of any Investment made (or deemed made) pursuant to Section 7.05(pFederal Reserve Board Regulation U at 12 C.F.R. §221.7) of the Credit Agreement: $_________ 0 Gold Xxxx Stock on which the amount Syndication Parties have a perfected first priority lien security interest, and (2) during any part of such period that the Loans are not secured, directly or indirectly, by any Dividend made Gold Xxxx Stock (while the Gold Xxxx Stock constitutes “margin stock” as that term is defined in reliance Federal Reserve Board Regulation U at 12 C.F.R. §221.2), then the GK Pro Rata Share of 150% of the net book value of the GK Fixed Assets, and (C) on Section 7.06(eand after the XX Xxxx Date, seventy-five percent (75%) of the Credit Agreement: $_________ = Appraised Value (as shown on the latest Available Amount: $_________ This Assignment and Assumption (this “Assignment and Assumption”Amount Report pursuant to the latest Appraisal as provided by Borrower to the Administrative Agent) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (GK Fixed Assets in which the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall Syndication Parties have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the sufficiency and receipt of which is hereby acknowledged, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignorperfected first priority lien, subject to Permitted Encumbrances, (without considering the lien which secures any Pari Passu Loan) and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) to which all of the Assignor’s rights and obligations as a Lender requirements of Section 10.21 hereof have been satisfied, less (iii) the amount owing under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all of the outstanding rights and obligations under the respective facilities identified below (including, without limitation, Letters of Credit, Swing Line Loans and Guaranties included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorPari Passu Loans.