Common use of Participations in Loans and Notes Clause in Contracts

Participations in Loans and Notes. (a) Lender shall have the right at any time, to sell, assign, transfer, or negotiate all or any part of the Loans or Notes to one or more other Persons. In the case of any sale, assignment, transfer, or negotiation of all or part of the Loans or Notes as authorized under this Section 8.1(a), the assignee, transferee, or recipient shall have, to the extent of such sale, assignment, transfer, or negotiation, the same rights, benefits, and obligations as it would if it were a Lender with respect to the Loans or Notes, provided that no such participant shall have observer rights of the type set forth in Section 5.6 unless all Notes are transferred thereto. (b) Subject to Section 8.1(a) above, Lender may grant participations in all or any part of a Loan or Note to one or more Persons. (c) In connection with any sales, assignments, or transfers of a Loan or Note referred to in Section 8.1(a), Lender shall give notice to Borrower of the identity of such parties and obtain agreements from the purchasers, assignees and transferees, as the case may be (the “Assignees”), that all information given to such parties will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to Borrower. Borrower shall maintain a register on which it will record the name and address of Lender and all Assignees and shall be entitled to treat the holder or holders of record as Lender for all purposes hereunder. (d) In the event of an assignment by Lender, or any subsequent assignment, the term “Lender” herein shall be deemed to refer to each such Lender, the term “Note” shall be deemed to refer to each “Note”, and any action requiring the consent of Lender shall be deemed to require the consent of Persons holding in excess of 50% of the outstanding principal amount of the applicable Note.

Participations in Loans and Notes. (a) Provided that there is no “Change in Control of Lender”, each Lender shall have the right at any time, to sell, assign, transfer, or negotiate all or any part of the Loans or Notes to one or more other Persons. In the case of any sale, assignment, transfer, or negotiation of all or part of the Loans or Notes as authorized under this Section 8.1(a), the assignee, transferee, or recipient shall have, to the extent of such sale, assignment, transfer, or negotiation, the same rights, benefits, and obligations as it would if it were a Lender with respect to the Loans or Notes. As used in this Section 8.1(a), provided that no such participant “Change in Control of Lender” shall have observer rights mean the failure of First Senior Lender to be controlled or managed by Black Oak Capital Management II, LLC or its Affiliates or the type set forth in Section 5.6 unless all Notes are transferred theretofailure of Second Senior Lender to be controlled or managed by bocm3, LLC or its Affiliates. (b) Subject to Section 8.1(a) above, each Lender may grant participations in all or any part of a Loan or Note to one or more Persons. (c) In connection with any sales, assignments, or transfers of a Loan or Note referred to in Section 8.1(a), the applicable Lender shall give notice to Borrower of the identity of such parties and obtain agreements from the purchasers, assignees and transferees, as the case may be (the “Assignees”), that all information given to such parties will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to Borrower. Borrower shall maintain a register on which it will record the name and address of each Lender and all Assignees and shall be entitled to treat the holder or holders of record as a Lender for all purposes hereunder. (d) In the event of an assignment by a Lender, or any subsequent assignment, the term “Lender” herein shall be deemed to refer to each such Lender, the term “Note” shall be deemed to refer to each “Note”, and any action requiring the consent of Lender Lenders shall be deemed to require the consent of Persons holding in excess of 50% of the outstanding principal amount of the applicable Note.

Participations in Loans and Notes. (a) Subject to the terms of the Intercreditor Agreement, the Lender shall have the right at any time, with the prior written consent of the Company, which consent from the Company shall not be unreasonably withheld or delayed and shall not be required if any Event of Default has occurred and is continuing or if such assignment is to an Affiliate of the Lender, to sell, assign, transfer, or negotiate negotiate, or grant participation in, all or any part of the Loans or Notes to one or more other Persons; provided that Court Square Capital Limited shall at all times retain at least 51% of the aggregate principal amount of the Loans. In the case of any sale, assignment, transfer, or negotiation of all or part of the Loans or Notes as authorized under this Section 8.1(a), the assignee, transferee, or recipient shall have, to the extent of such sale, assignment, transfer, or negotiation, the same rights, benefits, and obligations as it would if it were a Lender with respect to the such Loans or Notes. Unless and Event of Default has occurred or there has been a Change of Control of MSX Limited, provided that no any such participant assignments or transfers shall have observer rights be made with respect to the Company Notes and U.K. Notes on a pro rata basis based upon the aggregate principal amount of the type set forth in Section 5.6 unless all Notes are transferred theretooutstanding at the time of such assignment or transfer. (b) Subject to Section 8.1(a) above, Lender may grant participations in all or any part of a Loan or Note to one or more Persons. (c) In connection with any sales, assignments, or transfers of a Loan any Loans or Note Notes referred to in Section 8.1(a), the Lender shall give notice to Borrower the Company, the Agent and the Trustee of the identity of such parties and obtain agreements from the purchasers, assignees and transferees, as the case may be (the “"Assignees”"), that all information given to such parties will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to Borrowerthe Company. Each Borrower shall maintain a register on which it will record the name and address of the Lender and all Assignees and shall be entitled to treat the holder or holders of record as the Lender for all purposes hereunder. (dc) In the event of an assignment by the Lender, or any subsequent assignment, the term “"Lender” " herein shall be deemed to refer to each such Lender, the term “"Note” " shall be deemed to refer to each “"Note”", and any action requiring the consent of the Lender shall be deemed to require the consent of Persons holding in excess of 50% of the outstanding principal amount of the applicable NoteNotes.

Participations in Loans and Notes. ​ (a) Lender shall have the right at any time, to sell, assign, transfer, or negotiate all or any part of the Loans or Notes to one or more other Persons. In the case of any sale, assignment, transfer, or negotiation of all or part of the Loans or Notes as authorized under this Section 8.1(a), the assignee, transferee, or recipient shall have, to the extent of such sale, assignment, transfer, or negotiation, the same rights, benefits, and obligations as it would if it were a Lender with respect to the Loans or Notes, provided that no such participant shall have observer rights of the type set forth in Section 5.6 unless all Notes are transferred thereto. (b) Subject to Section 8.1(a) above, Lender may grant participations in all or any part of a Loan or Note to one or more Persons.. ​ (c) In connection with any sales, assignments, or transfers of a Loan or Note referred to in Section 8.1(a), Lender shall give notice to Borrower of the identity of such parties and obtain agreements from the purchasers, assignees and transferees, as the case may be (the “Assignees”), that all information given to such parties will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to Borrower. Borrower shall maintain a register on which it will record the name and address of Lender and all Assignees and shall be entitled to treat the holder or holders of record as Lender for all purposes hereunder.. ​ (d) In the event of an assignment by Lender, or any subsequent assignment, the term “Lender” herein shall be deemed to refer to each such Lender, the term “Note” shall be deemed to refer to each “Note”, and any action requiring the consent of Lender shall be deemed to require the consent of Persons holding in excess of 50% of the outstanding principal amount of the applicable Note.. ​

Participations in Loans and Notes. (a) Subject to the terms of the Intercreditor Agreement, the Lender shall have the right at any time, with the prior written consent of the Company, which consent from the Company shall not be unreasonably withheld or delayed and shall not be required if any Event of Default has occurred and is continuing or if such assignment is to an Affiliate of the Lender, to sell, assign, transfer, or negotiate negotiate, or grant participation in, all or any part of the Loans or Notes to one or more other Persons. In the case of any sale, assignment, transfer, or negotiation of all or part of the Loans or Notes as authorized under this Section 8.1(a9.1(a), the assignee, transferee, or recipient shall have, to the extent of such sale, assignment, transfer, or negotiation, the same rights, benefits, and obligations as it would if it were a Lender with respect to the such Loans or Notes. Unless and Event of Default has occurred or there has been a Change of Control of MSXI Limited, provided that no any such participant assignments or transfers shall have observer rights be made with respect to the Company Notes and U.K. Notes on a pro rata basis based upon the aggregate principal amount of the type set forth in Section 5.6 unless all Notes are transferred theretooutstanding at the time of such assignment or transfer. (b) Subject to Section 8.1(a) above, Lender may grant participations in all or any part of a Loan or Note to one or more Persons. (c) In connection with any sales, assignments, or transfers of a any Loan or Note Notes referred to in Section 8.1(a9.1(a), the Lender shall give notice to Borrower the Company, the Agent and the Trustee of the identity of such parties and obtain agreements from the purchasers, assignees and transferees, as the case may be (the “"Assignees”"), that all information given to such parties will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to Borrowerthe Company. Each Borrower shall maintain a register on which it will record the name and address of the Lender and all Assignees and shall be entitled to treat the holder or holders of record as the Lender for all purposes hereunder. (dc) In the event of an assignment by the Lender, or any subsequent assignment, the term “"Lender” " herein shall be deemed to refer to each such Lender, the term “"Note” " shall be deemed to refer to each “"Note”", and any action requiring the consent of the Lender shall be deemed to require the consent of Persons holding in excess of 50% of the outstanding principal amount of the applicable NoteNotes.