Common use of Successors and Assigns; Disposition of Loans Clause in Contracts

Successors and Assigns; Disposition of Loans. Transferees. ----------- (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Agent, all future holders of the Notes, and their respective successors and assigns, except that the Borrowers may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Bank. (b) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in ------------ any Revolving Loan, Term Loan or other Obligation owing to such Bank, any Revolving Note or Term Note held by such Bank, and any Revolving Commitment or Term Loan Commitment of such Bank, or any other interest of such Bank hereunder. In the event of any such sale by a Bank of participating interests to a Participant, (i) such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible for the performance thereof, (iii) such Bank shall remain the holder of any such Revolving Note or Term Note for all purposes under this Agreement, (iv) the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and (v) the agreement pursuant to which such Participant acquires its participating interest herein shall provide that such Bank shall retain the sole right and responsibility to enforce the Obligations, including, without limitation the right to consent or agree to any amendment, modification, consent or waiver with respect to this Agreement or any other Loan Document, provided that such agreement may provide that such Bank will -------- not consent or agree to any such amendment, modification, consent or waiver with respect to the matters set forth in Sections 9.1(a) - (c), or to any release of all or substantially all of the collateral, without the prior consent of such Participant. The Borrowers agree that if amounts outstanding under this Agreement, the Revolving Notes, the Term Notes and the Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Revolving Note, Term Note or other Loan Document to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement or any Revolving Note, Term Note or other Loan Document; provided, that such right of setoff shall be subject to the -------- obligation of such Participant to share with the Banks, and the Banks agree to share with such Participant, as provided in subsection 8.11. The Borrowers also agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.21, 2.22, 2.23, 2.24, 2.25, 9.2 and 9.12 with respect to its participation in the Revolving Commitments, Term Loan Commitments, Revolving Loans and Term Loans; provided, that no Participant -------- shall be entitled to receive any greater amount pursuant to such Sections than the transferor Bank would have been entitled to receive in respect of the amount of the participation transferred by such transferor Bank to such Participant had no such transfer occurred. (c) Each Bank may, from time to time, with the consent of the Agent and the Borrowers (none of which consents shall be unreasonably withheld), assign to other lenders ("Assignees") part of the Indebtedness --------- evidenced by any Revolving Note then held by that Bank, together with equivalent proportions of its Revolving Commitment, and any Term Note then held by that Bank and its Term Loan Commitment pursuant to written agreements executed by such assigning Bank, such Assignee(s), the Borrower and the Agent in substantially the form of Exhibit 9.6, which agreements shall specify in each instance the portion of the Obligations evidenced by the Revolving Notes and Term Notes which is to be assigned to each Assignee and the portion of the Revolving Commitment and Term Loan Commitment of such Bank to be assumed by each Assignee (each, an "Assignment Agreement"); provided, however, that the assigning Bank must pay to the Agent a -------- ------- processing and recordation fee of $3,000 and that each Assignment must be for an aggregate amount of $5,000,000 or more (or the entire amount of the assigning Bank's Revolving Commitment and Term Loan, if lesser). Upon the execution of each Assignment Agreement by the assigning Bank, the relevant Assignee, the Borrowers and the Agent, payment to the assigning Bank by such Assignee of the purchase price for the portion of the Obligations being acquired by it and receipt by Omega of a copy of the relevant Assignment Agreement, (x) such Assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with a Revolving Commitment and a Term Loan Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank under this Agreement, (y) such assigning Bank shall have no further liability for funding the portion of its Revolving Commitment assumed by such Assignee and (z) the address for notices to such Assignee shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of each Assignment Agreement, the assigning Bank shall surrender to the Agent the Revolving Note and Term Note a portion of which is being assigned, and the Borrowers shall execute and deliver a Revolving Note and a Term Note to the Assignee in the amount of its Revolving Commitment and its Term Loan Commitment, respectively, and a new Revolving Note and Term Note to the assigning Bank in the amount of its Revolving Commitment and Term Loan Commitment, respectively, after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Revolving Notes" and "Term Notes" for all purposes of this Agreement and of the other Loan Documents.

Successors and Assigns; Disposition of Loans. Transferees. ----------- (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Agent, all future holders of the Notes, parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign or transfer any of its rights or delegate its obligations hereunder or under this Agreement any other Loan Document without the prior written consent of each Bank. (b) Any all Banks and the Co-Agents may not assign their rights hereunder as such without the prior written consent of the Agent. Each Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time sell sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitments and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to one or more banks or other entities financial institutions ("ParticipantsTransferees"); provided, however, that a Bank may dispose of a Transferred Interest only with the consent of the Agent (which consent shall not be unreasonably withheld) participating interests in ------------ any Revolving Loan, Term Loan or other Obligation owing and only upon payment to the Agent by the parties to such Bank, any Revolving Note or Term Note held by such Bank, disposition of a processing and any Revolving Commitment or Term Loan Commitment of such Bank, or any other interest of such Bank hereunder. In the event of any such sale by a Bank of participating interests to a Participant, (i) such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible for the performance thereof, (iii) such Bank shall remain the holder of any such Revolving Note or Term Note for all purposes under this Agreement, (iv) the Borrowers and the Agent shall continue to deal solely and directly with such Bank recording fee in connection with such Bank's rights and obligations under this Agreement and (v) the agreement pursuant to which such Participant acquires its participating interest herein shall provide that such Bank shall retain the sole right and responsibility to enforce the Obligations, including, without limitation the right to consent or agree to any amendment, modification, consent or waiver with respect to this Agreement or any other Loan Document, provided that such agreement may provide that such Bank will -------- not consent or agree to any such amendment, modification, consent or waiver with respect to the matters set forth in Sections 9.1(a) - (c), or to any release of all or substantially all of the collateral, without the prior consent of such Participant. The Borrowers agree that if amounts outstanding under this Agreement, the Revolving Notes, the Term Notes and the Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Revolving Note, Term Note or other Loan Document to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement or any Revolving Note, Term Note or other Loan Document; provided, that such right of setoff shall be subject to the -------- obligation of such Participant to share with the Banks, and the Banks agree to share with such Participant, as provided in subsection 8.11$2,500 for each party. The Borrowers also agree Borrower agrees that each Participant Transferee shall be entitled to the benefits of Sections 2.13, 2.21, 2.22, 2.23, 2.24, 2.25, 2.25 and 9.2 and 9.12 with respect to its participation in the Revolving Commitments, Term Loan Commitments, Revolving Loans and Term Loans; provided, that no Participant -------- shall be entitled to receive any greater amount pursuant to such Sections than the transferor Bank would have been entitled to receive in respect of the amount of the participation transferred by such transferor Bank to such Participant had no such transfer occurred. (c) Each Bank may, from time to time, with the consent of the Agent and the Borrowers (none of which consents shall be unreasonably withheld), assign to other lenders ("Assignees") part of the Indebtedness --------- evidenced by any Revolving Note then held by that Bank, together with equivalent proportions of its Revolving Commitment, and any Term Note then held by that Bank and its Term Loan Commitment pursuant to written agreements executed by such assigning Bank, such Assignee(s), the Borrower and the Agent in substantially the form of Exhibit 9.6, which agreements shall specify in each instance the portion of the Obligations evidenced by the Revolving Notes and Term Notes which is to be assigned to each Assignee and the portion of the Revolving Commitment and Term Loan Commitment of such Bank to be assumed by each Assignee (each, an "Assignment Agreement"); provided, however, that the assigning Bank must pay to the Agent a -------- ------- processing and recordation fee of $3,000 Transferred Interest and that each Assignment must be for an aggregate amount Transferee may exercise any and all rights of $5,000,000 or more (or the entire amount of the assigning Bankbanker's Revolving Commitment Lien, setoff and Term Loan, counterclaim as if lesser). Upon the execution of each Assignment Agreement by the assigning Bank, the relevant Assignee, the Borrowers and the Agent, payment such Transferee were a direct lender to the assigning Borrower. If any Bank by makes any assignment to a Transferee, then upon notice to the Borrower such Assignee Transferee, to the extent of the purchase price for the portion of the Obligations being acquired by it and receipt by Omega of a copy of the relevant Assignment Agreementsuch assignment (unless otherwise provided therein), (x) such Assignee lender shall thereupon become a "Bank" for hereunder and shall have all purposes the rights and obligations of such Bank hereunder and such Bank shall be released from its duties and obligations under this Agreement with accruing from and after such assignment, to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Revolving Commitment Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were such Bank and a Term Loan Commitment in the amount set forth in of its participation were owing directly to such Assignment Agreement participant by the Borrower and with all the rights, powers and obligations afforded a Bank under this Agreement, (yb) such assigning Bank shall have no further liability for funding not in connection with selling any such participation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the portion consent of its Revolving Commitment assumed by such Assignee and participant other than on matters relating to (zi) the address for notices to such Assignee shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of each Assignment Agreement, the assigning Bank shall surrender to the Agent the Revolving Note and Term Note a portion of which is being assigned, and the Borrowers shall execute and deliver a Revolving Note and a Term Note to the Assignee any reduction in the amount of its Revolving Commitment and its Term Loan Commitmentany principal of, respectively, and a new Revolving Note and Term Note to the assigning Bank in or the amount of its Revolving Commitment and Term Loan Commitmentor rate of interest on, respectivelyany Note or Advance in which such participation is sold, after giving effect (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the reduction occasioned by terms of any Security Document or (iv) the release of any Guaranty or Security Agreement (Guarantor) other than pursuant to the terms of such assignmentGuaranty, all such Notes to constitute "Revolving Notes" and "Term Notes" for all purposes of this the Security Agreement and of (Guarantor), or the other Loan DocumentsPledge Agreement.

Successors and Assigns; Disposition of Loans. Transferees. -----------. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Agent, all future holders of the Notes, and their respective successors and assigns, except that the Borrowers may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Bank. (b) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating ------------ interests in ------------ any Revolving Loan, Term Loan or other Obligation owing to such Bank, any Revolving Note or Term Note held by such Bank, and any Revolving Commitment or Term Loan Commitment of such Bank, or any other interest of such Bank hereunder. In the event of any such sale by a Bank of participating interests to a Participant, (i) such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible for the performance thereof, (iii) such Bank shall remain the holder of any such Revolving Note or Term Note for all purposes under this Agreement, (iv) the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and (v) the agreement pursuant to which such Participant acquires its participating interest herein shall provide that such Bank shall retain the sole right and responsibility to enforce the Obligations, including, without limitation the right to consent or agree to any amendment, modification, consent or waiver with respect to this Agreement or any other Loan Document, provided that such agreement may provide that such Bank will -------- not consent or agree to any such amendment, modification, consent or waiver with respect to the matters set forth in Sections 9.1(a) - (c), or to any release of all or substantially all of the collateral, without the prior consent of such Participant. The Borrowers agree that if amounts outstanding under this Agreement, the Revolving Notes, the Term Notes and the Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Revolving Note, Term Note or other Loan Document to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement or any Revolving Note, Term Note or other Loan Document; provided, that such right of setoff shall be subject to the -------- obligation of -------- such Participant to share with the Banks, and the Banks agree to share with such Participant, as provided in subsection 8.11. The Borrowers also agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.21, 2.22, 2.23, 2.24, 2.25, 9.2 and 9.12 with respect to its participation in the Revolving Commitments, Term Loan Commitments, Revolving Loans and Term Loans; provided, that no Participant -------- shall be -------- entitled to receive any greater amount pursuant to such Sections than the transferor Bank would have been entitled to receive in respect of the amount of the participation transferred by such transferor Bank to such Participant had no such transfer occurred. (c) Each Bank may, from time to time, with the consent of the Agent and the Borrowers (none of which consents shall be unreasonably withheld), assign to other lenders ("Assignees") part of the Indebtedness --------- evidenced by any Revolving Note then held by that Bank, together with equivalent proportions of its Revolving Commitment, and any Term Note then held by that Bank and its Term Loan Commitment pursuant to written agreements executed by such assigning Bank, such Assignee(s), the Borrower and the Agent in substantially the form of Exhibit 9.6, which agreements shall specify in each instance the portion of the Obligations evidenced by the Revolving Notes and Term Notes which is to be assigned to each Assignee and the portion of the Revolving Commitment and Term Loan Commitment of such Bank to be assumed by each Assignee (each, an "Assignment Agreement"); provided, however, that the assigning Bank must pay to the Agent a -------- ------- processing and recordation fee of $3,000 and that each Assignment must be for an aggregate amount of $5,000,000 or more (or the entire amount of the assigning Bank's Revolving Commitment and Term Loan, if lesser). Upon the execution of each Assignment Agreement by the assigning Bank, the relevant Assignee, the Borrowers and the Agent, payment to the assigning Bank by such Assignee of the purchase price for the portion of the Obligations being acquired by it and receipt by Omega of a copy of the relevant Assignment Agreement, (x) such Assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with a Revolving Commitment and a Term Loan Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank under this Agreement, (y) such assigning Bank shall have no further liability for funding the portion of its Revolving Commitment assumed by such Assignee and (z) the address for notices to such Assignee shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of each Assignment Agreement, the assigning Bank shall surrender to the Agent the Revolving Note and Term Note a portion of which is being assigned, and the Borrowers shall execute and deliver a Revolving Note and a Term Note to the Assignee in the amount of its Revolving Commitment and its Term Loan Commitment, respectively, and a new Revolving Note and Term Note to the assigning Bank in the amount of its Revolving Commitment and Term Loan Commitment, respectively, after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Revolving Notes" and "Term Notes" for all purposes of this Agreement and of the other Loan Documents.

Successors and Assigns; Disposition of Loans. Transferees. ----------- (a) This Agreement shall be binding upon and inure to the benefit of ----------- the Borrowers, the Banks, the Agent, all future holders of the Notes, parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign or transfer any of its rights or delegate its obligations hereunder or under this Agreement any other Loan Document without the prior written consent of each Bank. (b) Any all Banks. Each Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time sell sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitments and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to one or more banks or other entities financial institutions ("ParticipantsTransferees"); provided, however, that a Bank may dispose of or grant a participation in a Transferred Interest only with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing, and which consent shall not be unreasonably withheld) participating interests in ------------ any Revolving Loan, Term Loan or other Obligation owing and Agent (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such Bankdisposition of a processing and recording fee in the amount of $3,500 for each party; provided further that each Transferred Interest shall be in a minimum amount of $3,000,000. The Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.22, 2.23, 2.24, 2.25 and 9.2 with respect to its Transferred Interest and that each Transferee may exercise any Revolving Note or Term Note held by and all rights of banker's Lien, setoff and counterclaim as if such BankTransferee were a direct lender to the Borrower. If any Bank makes any assignment to a Transferee, and any Revolving Commitment or Term Loan Commitment then upon notice to the Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank, or any other interest " hereunder and shall have all the rights and obligations of such Bank hereunder. In the event of any such sale by a Bank of participating interests to a Participant, (i) such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) hereunder and such Bank shall remain solely responsible for the performance thereof, (iii) such Bank shall remain the holder of any such Revolving Note or Term Note for all purposes under this Agreement, (iv) the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights be released from its duties and obligations under this Agreement accruing from and after such assignment, to the extent of such assignment. Notwithstanding the sale by any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were such Bank and the amount of its participation were owing directly to such participant by the Borrower and (vb) the agreement pursuant to which such Participant acquires its participating interest herein shall provide that such Bank shall retain the sole right and responsibility to enforce the Obligations, including, without limitation the right to consent or agree to any amendment, modification, consent or waiver not in connection with respect to this Agreement or any other Loan Document, provided that such agreement may provide that such Bank will -------- not consent or agree to selling any such amendmentparticipation condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, modificationor the amount of or rate of interest on, consent any Note or waiver with respect Advance in which such participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on any Note or Advance in which such participation is sold, (iii) the release or subordination of all or substantially all of the collateral other than pursuant to the matters set forth in Sections 9.1(aterms of any Security Document or (iv) - (c), or to any the release of all or substantially all of the collateral, without the prior consent of such Participant. The Borrowers agree that if amounts outstanding under this Agreement, the Revolving Notes, the Term Notes and the Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have, Guarantors other than pursuant to the extent permitted by applicable law, the right terms of setoff in respect of its participating interest in amounts owing under this Agreement and any Revolving Note, Term Note or other Loan Document to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement or any Revolving Note, Term Note or other Loan Security Document; provided, that such right of setoff shall be subject to the -------- obligation of such Participant to share with the Banks, and the Banks agree to share with such Participant, as provided in subsection 8.11. The Borrowers also agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.21, 2.22, 2.23, 2.24, 2.25, 9.2 and 9.12 with respect to its participation in the Revolving Commitments, Term Loan Commitments, Revolving Loans and Term Loans; provided, that no Participant -------- shall be entitled to receive any greater amount pursuant to such Sections than the transferor Bank would have been entitled to receive in respect of the amount of the participation transferred by such transferor Bank to such Participant had no such transfer occurred. (c) Each Bank may, from time to time, with the consent of the Agent and the Borrowers (none of which consents shall be unreasonably withheld), assign to other lenders ("Assignees") part of the Indebtedness --------- evidenced by any Revolving Note then held by that Bank, together with equivalent proportions of its Revolving Commitment, and any Term Note then held by that Bank and its Term Loan Commitment pursuant to written agreements executed by such assigning Bank, such Assignee(s), the Borrower and the Agent in substantially the form of Exhibit 9.6, which agreements shall specify in each instance the portion of the Obligations evidenced by the Revolving Notes and Term Notes which is to be assigned to each Assignee and the portion of the Revolving Commitment and Term Loan Commitment of such Bank to be assumed by each Assignee (each, an "Assignment Agreement"); provided, however, that the assigning Bank must pay to the Agent a -------- ------- processing and recordation fee of $3,000 and that each Assignment must be for an aggregate amount of $5,000,000 or more (or the entire amount of the assigning Bank's Revolving Commitment and Term Loan, if lesser). Upon the execution of each Assignment Agreement by the assigning Bank, the relevant Assignee, the Borrowers and the Agent, payment to the assigning Bank by such Assignee of the purchase price for the portion of the Obligations being acquired by it and receipt by Omega of a copy of the relevant Assignment Agreement, (x) such Assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with a Revolving Commitment and a Term Loan Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank under this Agreement, (y) such assigning Bank shall have no further liability for funding the portion of its Revolving Commitment assumed by such Assignee and (z) the address for notices to such Assignee shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of each Assignment Agreement, the assigning Bank shall surrender to the Agent the Revolving Note and Term Note a portion of which is being assigned, and the Borrowers shall execute and deliver a Revolving Note and a Term Note to the Assignee in the amount of its Revolving Commitment and its Term Loan Commitment, respectively, and a new Revolving Note and Term Note to the assigning Bank in the amount of its Revolving Commitment and Term Loan Commitment, respectively, after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Revolving Notes" and "Term Notes" for all purposes of this Agreement and of the other Loan Documents.