Assignments and Participation Clause Samples

Assignments and Participation. Guarantor may not assign any of their rights hereunder without the prior written consent of Lenders, and any such assignment made without such consent will be void. Each Lender may from time to time, without the consent of Guarantor, sell, transfer, pledge, assign and convey the Note, the Loan, this Agreement and the other Loan Documents (or any interest therein), and delegate any and all of its obligations with respect thereto, and may grant participations in the Loan to another financial institution or other Person on terms and conditions reasonably acceptable to Agent and split the Loan into multiple parts, or the Note into multiple component notes or tranches. In connection with any such sale, transfer, assignment, conveyance or participation, Lenders may, acting for this purpose as an agent of Guarantor, maintain at its offices a register for the recordation of the names and addresses of Lenders’ participants or assignees, and the amount and terms of Lenders’ sales, transfers, assignments, conveyances and participations including specifying any such participant’s or assignee’s entitlement to payments of principal and interest, and any payments made, with respect to each such sale, transfer, assignment, conveyance or participation. Upon prior notice to Guarantor of such participation or assignment, Guarantor shall thereafter furnish to such participant or assignee any information furnished by Guarantor to Lenders pursuant to the terms of the Loan Documents. Nothing in this Agreement or any other Loan Document shall prohibit Lenders from pledging or assigning this Agreement and Lenders’ rights under any of the other Loan Documents, including Collateral therefor, to any Federal Reserve Lenders in accordance with applicable law.

Assignments and Participation. (a) Any Bank may at any time (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed, and the consent of the Agent, such consent not to be unreasonably withheld or delayed) sell to one or more banks or other entities (a "Purchasing Bank") all or any part of its rights and obligations under this Agreement and the Notes (which, except in the case of an assignment to a Person that, immediately before such assignment, was a Bank shall be equal to at least $1,000,000) pursuant to a Commitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank and the Agent (and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate thereof, by the Borrower). Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement, to the same extent as if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of all or a portion of the rights and obligations of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant to this Section 8.9 the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that if required, replacement Notes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Bank, in each case, in principal amounts reflecting their Commitment. (b) The Agent shall, on behalf of the Borrower, maintain the Register for the recordation of the names and addresses of the Banks and the commitment and the principal amount of any Loans owing to each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Bank and the Agent shall treat each Person whose name is record in the Register as the owner of the Loans for all purposes of this Agreement. Upon its receipt of a duly completed Commitment Transfer Supplement ex...

Assignments and Participation. 68 SECTION 10.08. Confidentiality ......................................................... 71 SECTION 10.09. Waiver of Jury Trial .................................................... 71 SECTION 10.10. GOVERNING LAW; SUBMISSION TO JURISDICTION ............................... 72 SECTION 10.11. Relation of the Parties; No Beneficiary ................................. 72 SECTION 10.12. Execution in Counterparts ............................................... 72 SECTION 10.13. Survival of Agreement ................................................... 73 SECTION 10.14. Limitation of Liability: Communications ................................. 73 SECTION 10.15. Platform and Primary Web Portal ......................................... 73 Exhibits -------- EXHIBIT A - Form of Notice of Borrowing EXHIBIT B - Form of Notice of Conversion EXHIBIT C - Form of Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., counsel to the Borrower EXHIBIT D - Form of Opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Borrower EXHIBIT E - Form of Compliance Schedule EXHIBIT F - Form of Lender Assignment EXHIBIT G - Terms of Subordination (Junior Subordinated Debt) EXHIBIT H - Terms of Subordination (Guaranty of Hybrid Preferred Securities) EXHIBIT I - Form of Guaranty (CMS Energy and Grantors) EXHIBIT J - Form of Pledge and Security Agreement (CMS Energy) EXHIBIT K - Form of Pledge and Security Agreement (Borrower and Grantors) EXHIBIT L - AIG Pledge Agreement EXHIBIT M - Intercreditor Agreement (CMS Energy Facility) Schedules --------- COMMITMENT SCHEDULE SCHEDULE I Certain Debt SCHEDULE II Pledged Ownership Interests CREDIT AGREEMENT Dated as of March 30, 2003 THIS CREDIT AGREEMENT (the "AGREEMENT") is made by and among:

Assignments and Participation. Notwithstanding any other provisions of this Agreement, the Bank may, at any time in its sole discretion, without any notice to the Borrower, sell, assign, transfer, negotiate, grant participation in, or otherwise dispose of all or any part of the Bank's interest in the Loan. The Borrower hereby authorizes the Bank to provide, without any notice to the Borrower, any information concerning the Borrower, including information pertaining to the Borrower's financial condition, business operations or general creditworthiness, to any person or entity which may succeed to or participate in all or any part of the Bank's interest in the Loan, provided that such person or entity agrees to maintain the confidentiality of such information. The Bank agrees that it will otherwise maintain the confidentiality of any proprietary information in its possession concerning the Borrower which is not otherwise available to the public.

Assignments and Participation. At any time, without any notice to the Borrower, the Bank may sell, assign, transfer, negotiate, grant participation in, or otherwise dispose of all or any part of the Bank's interest in the Loan. The Borrower hereby authorizes the Bank to provide, without any notice to the Borrower, any information concerning the Borrower, including information pertaining to the Borrower's financial condition, business operations or general creditworthiness, to any person or entity not a competitor of Borrower which may succeed to or participate in all or any part of the Bank's interest in the Loan, provided, that such person or entity agrees to maintain the confidentiality of such information in accordance with customary banking practices.

Assignments and Participation. (a) The Borrower may not assign its rights or obligations hereunder or under the Note without the prior written consent of the Lender. (b) The Lender may sell, assign, syndicate or otherwise transfer and/or dispose of all or any part of any Mortgage Loan or Mortgage Loans and/or all or any portion of the Note or the Commitment without the prior written consent of the Borrower. Upon written notice to the Borrower of an assignment (which notice shall identify the assignee, the amount of the assigning Commitment and Mortgage Loans assigned) the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment), the obligations, rights and benefits of the Lender hereunder holding the Commitment and Mortgage Loans (or portions thereof) assigned to it (in addition to the Commitment and Mortgage Loans if any, theretofore held by such Assignee) and the Lender, shall, to the extent of such assignment, be released from the Commitment (or portions thereof) so assigned. (c) The Lender may sell or agree to sell to one or more other Persons a participation in all or any part of any Mortgage Loan or Mortgage Loans made or to be made and the collateral security therefor, but such participant shall not have any rights or benefits under this Agreement or the Note or the other Basic Documents (the participant's rights against the Lender in respect of such participation to be those set forth in the agreement (the "Participation Agreement") executed by the Lender in favor of the participant). All amounts payable by the Borrower to the Lender under Section 5 shall be determined as if the Lender had not sold or agreed to sell any participation in such Mortgage Loan and as if the Lender were funding all of such Mortgage Loan in the same way that it is funding the portion of such Mortgage Loan in which no participation have been sold. In no event shall the Lender be obligated to the participant under the Participation Agreement to take or refrain from taking any action hereunder or under the Note or under the other Basic Documents except that the Lender may agree in the Participation Agreement that it will not, without the consent of the participant, agree to (i) the increase or extension of the term, or the extension of the time or waiver of any requirement for the reduction or termination, of the Commitment, (ii) the extension of any date fixed for the payment of principal of or interest on the related Mortgage Loan or Mortgage Loans, (iii) the ...

Assignments and Participation. 77 SECTION 11.08. Confidentiality .............................................. 79 SECTION 11.09. Waiver of Jury Trial ......................................... 80 SECTION 11.10. GOVERNING LAW; SUBMISSION TO JURISDICTION .................... 80 SECTION 11.11. Relation of the Parties; No Beneficiary ...................... 81 SECTION 11.12. Execution in Counterparts .................................... 81 SECTION 11.13. Survival of Agreement ........................................ 81 SECTION 11.14. Platform ..................................................... 81 SECTION 11.15.

Assignments and Participation. Lender may sell, assign, transfer, negotiate or grant participation to any other party in all or part of the obligations of Borrower outstanding under the Loan Documents without Borrower's prior written consent. Lender may, in connection with any actual or proposed assignment or participation, disclose to the actual or proposed assignee or participant, any information relating to Borrower. Lender intends to borrow the funds necessary to make Loans to Borrower under this Loan Agreement and may assign this Agreement and the Note as security for such borrowing.

Assignments and Participation. 47 SECTION 10.10 Severability...................................................................................................................................................... 49