Common use of Assignment of Commitments by Banks Clause in Contracts

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Borrower and the Agent, which shall not be unreasonably withheld, to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutions, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and the Agent, Agent (which consent shall not be unreasonably withheld), to sell, assign, transfer or negotiate assign all or any part of its Commitments Revolving Credit Commitment (including the same percentage of its Note, Note and outstanding Loans and Reimbursement Obligations owed to itLoans) to one or more commercial banks or other financial institutions, Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of a fixed percentage (and not by its terms of varying percentage) Revolving Credit Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's Commitmentsaddress for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, that in order the event a Bank assigns all of its Revolving Credit Commitment to make any such assignment (i) an Affiliate or at the assigning Bank shall retain at least $10,000,000 in Commitmentsrequest of the Borrower, and (ii) the assignee bank shall have Commitments of at least $5,000,000pursuant to Section 11.13(iii), (iii) each such assignment no recordation fee shall be evidenced by required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a written agreement executed by such assigning Banksecurity interest in all or any portion of its rights under this Agreement (including, such assignee bank or bankswithout limitation, the Borrower Loans owing to it and the Agent which agreement shall specify Note held by it) in each instance the portion favor of any Federal Reserve Bank in accordance with Regulation A of the Obligations which are to be assigned to the assignee bank and the portion Board of Governors of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the BorrowerFederal Reserve System.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Administrative Agent, which consent shall not be unreasonably withheld, and, prior to sellthe occurrence of a Default or Event of Default, assignBorrower, transfer or negotiate to assign all or any part of its Commitments Commitment (including the same percentage of its NoteNote and outstanding Loanst, and provided that the same percentage of its commitment and loans outstanding Loans and Reimbursement Obligations owed to itunder the 3-Year Credit Agreement are also assigned) to one or more commercial banks or other financial institutions, Persons; provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that is in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments an amount of at least $5,000,0005,000,000 or the entire Commitment of such Bank, (iii) each and if such assignment is not for such Bank's entire Commitment then such Bank's Commitment after giving effect to such assignment shall not be evidenced by a written agreement executed by such assigning Bank, such assignee bank less than $5,000,000; and provided further that neither the consent of Borrower nor the Administrative Agent shall be required for any Bank to assign all or banks, the Borrower and the Agent which agreement shall specify in each instance the portion part of the Obligations which are its Commitment to be assigned to the assignee bank and the portion of the Commitments any Affiliate of the assigning Bank so long as the same percentage of such Bank's commitment under the 3-Year Credit Agreement are also assigned to such Affiliate. Each such assignment shall set forth the assignees address for notices to be assumed by given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the assignee bank or banksAdministrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and (iv) the assigning Bank shall pay payment of a $3,500 recordation fee to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by Administrative Agent, the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Borrower and Agent (which consent of the Agent, which Agent shall not be unreasonably withheld) and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld and shall not in any event ever be required for any assignment by Bank of Montreal) to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutions, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitmentsinstitutions or investors; provided, however, that (other than in the case of an assignment by Bank of Montreal) in order to make any such assignment (i) unless the assigning Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, and (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) the assignment of a Revolving Note shall cover the same percentage of such Bank's Revolving Credit Commitment, Revolving Loans and interests in Letters of Credit, (iv) the assignment of a Term Note shall cover the same percentage of such Bank's Term Loan Commitment and Term Loans, (v) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total, (vi) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (ivvii) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower. Notwithstanding anything herein to the contrary, (i) any assigning Bank may, without obtaining the Borrower's consent, assign all or a portion of its Commitments (and related outstanding Obligations hereunder) to its parent entity and/or any affiliate of such Bank which is at least 80% owned by such Bank or its parent entity or to any one or more Banks and (ii) nothing in this Agreement shall prevent or prohibit any Bank from pledging its Loans and Notes to a Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of Xxxxxx Bank (so long as Xxxxxx Bank is providing the Swingline Loans under Section 1.2 hereof), the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing, the Borrower (which consent of the Borrower and the Agent, which shall not be unreasonably withheldwithheld or delayed), to sell, assign, transfer or negotiate all or any part of its Commitments rights and obligations under the Credit Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note, outstanding obligation to make Loans and Reimbursement Obligations owed to itparticipate in Letters of Credit) to one or more commercial banks or other financial institutionsPersons, provided that PROVIDED that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitmentsrights and obligations under the Credit Documents; provided, however, PROVIDED that in order to make any each such assignment is in an amount of at least $5,000,000 or the entire Commitment of such Bank; PROVIDED FURTHER that (i) the assigning Bank consent of the Borrower to any such assignment shall retain at least $10,000,000 in Commitments, not be required during the continuance of an Event of Default and (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required if the assignee bank shall have Commitments is an Affiliate of at least $5,000,000, (iii) each the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be evidenced by given under Section 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the payment of a written agreement executed by such assigning Bank, such assignee bank or banks$3,500 recordation fee to the Administrative Agent, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser At the time of an interest in the Loans assignment the Borrower, if requested, shall execute and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining deliver to the Borrowerassignor and/or assignee new Notes.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of Xxxxxx Bank (so long as Xxxxxx Bank is providing the Swingline Loans under Section 1.2 hereof), the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing, the Borrower (which consent of the Borrower and the Agent, which shall not be unreasonably withheldwithheld or delayed), to sell, assign, transfer or negotiate all or any part of its Commitments rights and obligations under the Credit Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note, outstanding obligation to make Loans and Reimbursement Obligations owed to itparticipate in Letters of Credit and Swingline Loans) to one or more commercial banks or other financial institutionsPersons, provided that PROVIDED that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitmentsrights and obligations under the Credit Documents; provided, however, PROVIDED that in order to make any each such assignment is in an amount of at least $5,000,000 or the entire Commitment of such Bank; PROVIDED FURTHER that (i) the assigning Bank consent of the Borrower to any such assignment shall retain at least $10,000,000 in Commitments, not be required during the continuance of an Event of Default and (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required if the assignee bank shall have Commitments is an Affiliate of at least $5,000,000, (iii) each the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be evidenced by given under Section 12.8 hereof and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the payment of a written agreement executed by such assigning Bank, such assignee bank or banks$3,500 recordation fee to the Administrative Agent, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and Swingline Loans and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser At the time of an interest in the Loans assignment the Borrower, if requested, shall execute and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining deliver to the Borrowerassignor and/or assignee new Notes.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, (which consent shall not be unreasonably withheldwithheld or delayed) and the Administrative Agent, to sell, assign, transfer or negotiate all or any part of its Commitments rights and obligations under the Credit Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note, outstanding obligation to make Loans and Reimbursement Obligations owed to itparticipate in Letters of Credit) to one or more commercial banks or other financial institutionsPersons, provided that that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitmentsrights and obligations under the Credit Documents; provided, however, provided that in order to make any each such assignment is in an amount of at least $5,000,000 or the entire Commitment of such Bank; provided further that (i) the assigning Bank consent of the Borrower to any such assignment shall retain at least $10,000,000 in Commitments, not be required during the continuance of an Event of Default and (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required if the assignee bank shall have Commitments is an Affiliate of at least $5,000,000, (iii) each the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be evidenced by given under Section 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the payment of a written agreement executed by such assigning Bank, such assignee bank or banks$3,500 recordation fee to the Administrative Agent, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The At the time of the assignment the Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans shall execute and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining deliver to the Borrowerassignor and/or assignee new Notes.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of Xxxxxx Bank (so long as Xxxxxx Bank is providing the Swingline Loans under Section 1.2 hereof), the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing, the Borrower (which consent of the Borrower and the Agent, which shall not be unreasonably withheldwithheld or delayed), to sell, assign, transfer or negotiate all or any part of its Commitments rights and obligations under the Credit Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note, outstanding obligation to make Loans and Reimbursement Obligations owed to itparticipate in Letters of Credit) to one or more commercial banks or other financial institutionsPersons, provided that that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitmentsrights and obligations under the Credit Documents; provided, however, provided that in order to make any each such assignment is in an amount of at least $5,000,000 or the entire Commitment of such Bank; provided further that (i) the assigning Bank consent of the Borrower to any such assignment shall retain at least $10,000,000 in Commitments, not be required during the continuance of an Event of Default and (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required if the assignee bank shall have Commitments is an Affiliate of at least $5,000,000, (iii) each the assigning Bank. Each such assignment shall set forswth the assignee's address for notices to be evidenced by given under Section 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the payment of a written agreement executed by such assigning Bank, such assignee bank or banks$3,500 recordation fee to the Administrative Agent, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser At the time of an interest in the Loans assignment the Borrower, if requested, shall execute and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining deliver to the Borrowerassignor and/or assignee new Notes.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing, the Borrower (which consent of the Borrower and the Agent, which shall not be unreasonably withheldwithheld or delayed), to sell, assign, transfer or negotiate all or any part of its Commitments rights and obligations under the Credit Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note, outstanding obligation to make Loans and Reimbursement Obligations owed to itparticipate in Letters of Credit and Swingline Loans) to one or more commercial banks or other financial institutionsPersons, provided that PROVIDED THAT, (i) unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitmentsrights and obligations under the Credit Documents; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments each such assignment is in an amount of at least $5,000,000, 5,000,000 or the entire Commitment of such Bank; (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit E or in such other form acceptable to the Administrative Agent) executed by such assigning Bank, such assignee bank Bank or banksBanks, the Borrower and Administrative Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank Bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and Bank; (iv) the assigning Bank shall pay to the Administrative Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement; and (v) neither the consent of the Borrower nor of the Administrative Agent shall be required if the assignee is an Affiliate of the assigning Bank. Any Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the payment of the $3,500 processing fee to the Administrative Agent, the assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and Swingline Loans and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser At the time of an interest in the Loans assignment the Borrower, if requested, shall execute and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining deliver to the Borrowerassignor and/or assignee new Notes.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed), to sell, assign, transfer or negotiate assign all or any part of its Commitments Revolving Credit Commitment (including the same percentage of its Note, Note and outstanding Loans and Reimbursement Obligations owed to itLoans) to one or more commercial banks or other financial institutions, Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that (i) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of a fixed percentage (and not by its terms of varying percentage) Revolving Credit Commitment to any Affiliate of the assigning BankBank or another Bank and (ii) the consent of the Borrower shall not be required if an Event of Default then exists. Each such assignment shall set forth the assignee's Commitmentsaddress for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, that in order the event a Bank assigns all or any portion of its Revolving Credit Commitment to make any an Affiliate of such assignment (i) Bank or at the assigning Bank shall retain at least $10,000,000 in Commitmentsrequest of the Borrower pursuant to Section 11.13(b), and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each such assignment no recordation fee shall be evidenced required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by a written agreement executed by such assigning Bankit) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System without notice to, such assignee bank or banksthe consent of, the Borrower and or the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the BorrowerAdministrative Agent.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower (except Borrower's consent is not required during the occurrence and the Agent, continuance of a Default or an Event of Default) and Agent (which consent shall not be unreasonably withheld), to sell, assign, transfer or negotiate assign all or any part of its Commitments Commitment (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to itparticipations in Letter of Credit) to one or more commercial banks or other financial institutions, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's CommitmentsPersons; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each PROVIDED THAT such assignment shall be evidenced by a written agreement executed by an Assignment and Acceptance Agreement and shall be in an amount of at least $5,000,000 or the entire Commitment of such assigning Bank, and if such assignee bank or banks, assignment is not for such Bank's entire Commitment then such Bank's Commitment after giving effect to such assignment shall not be less than $5,000,000; and PROVIDED FURTHER that neither the consent of the Borrower and nor of the Agent which agreement shall specify in each instance the portion be required for any Bank to assign all or part of the Obligations which are its Commitment to be assigned to the assignee bank and the portion of the Commitments any Affiliate of the assigning Bank Bank. Each such assignment shall set forth the assignee's address for notices to be assumed by the assignee bank or banksgiven under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, and (iv) the assigning Bank shall pay delivery to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any an executed copy of such assignment agreement. Any such agreement and the forms referred to in Section 11.1 hereof, if applicable, and the payment of a $2,500 recordation fee to the Agent, the assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, (which consent shall not be unreasonably withheldwithheld or delayed) and the Administrative Agent, to sell, assign, transfer or negotiate all or any part of its Commitments rights and obligations under the Credit Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note, outstanding obligation to make Loans and Reimbursement Obligations owed to itparticipate in Letters of Credit) to one or more commercial banks or other financial institutionsPersons, provided that that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitmentsrights and obligations under the Credit Documents; provided, however, provided that in order to make any each such assignment is in an amount of at least $5,000,000 or the entire Commitment of such Bank; provided further that (i) the assigning Bank consent of the Borrower to any such assignment shall retain at least $10,000,000 in Commitments, not be required during the continuance of an Event of Default and (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required if the assignee bank shall have Commitments is an Affiliate of at least $5,000,000, (iii) each the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be evidenced by a written given under Section 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement executed by such assigning Bankand the forms referred to in Section 11.1 hereof, such assignee bank or banksif applicable, and, the Borrower and the Agent which agreement shall specify in each instance the portion payment of the Obligations which are to be assigned a $3,500 recordation fee to the assignee bank and Administrative Agent, the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The At the time of the assignment the Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans shall execute and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining deliver to the Borrowerassignor and/or assignee new Notes.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld, ) to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutionsinstitutions or investors, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, and (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, Borrowers (which shall consent will not be unreasonably withheld, withheld and which consent will not be required if an Event of Default shall have occurred and be continuing) and the Agent to sell, assign, transfer or negotiate assign all or any part of its Commitments (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to it) Revolving Credit Commitment to one or more commercial banks or other financial institutions, provided that Persons; PROVIDED THAT (a) each such assignment shall be of a fixed percentage (constant, and not by its terms a varying, percentage of varying percentageall such rights and obligations, (b) unless both parties to the assignment are Banks immediately prior to giving effect to the assignment, the amount of the Revolving Credit Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the assignment and acceptance with respect to such assignment) shall not be less than $5,000,000 (or if less, the entire amount of such Bank's Revolving Credit Commitment, or $1,000,000 if such assignment is from one Bank to another Bank or to an Affiliate of the assigning Bank's Commitments; provided) and shall be an integral multiple of $1,000,000, however, that in order (c) the parties to make any each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an assignment and acceptance, together with any Revolving Notes subject to such assignment, (id) neither the consent of the Borrowers nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any affiliate of the assigning Bank or to any Bank, (e) the assigning Bank shall retain have a Revolving Credit Commitment of at least $10,000,000 in Commitmentsafter giving effect to such assignment unless such assignment is of all of such assigning Bank's Revolving Credit Commitment, and (iif) the assignee bank shall have Commitments of at least $5,000,000, (iii) each no such assignment shall be evidenced made to any Person known by a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are assignor to be assigned to the assignee bank and the portion a competitor of the Commitments of the assigning Bank to be assumed by the assignee bank or banksany Borrower. Upon any such assignment, and (iv) the assigning Bank shall pay its notification to the Agent and the payment of a processing $2,500 recordation fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by to the Agent in connection with any such assignment agreement. Any such Agent, the assignee shall become a Bank for hereunder, all purposes hereunder to the extent of the Commitments it assumes Loans and the assigning Bank Revolving Credit Commitment it thereby holds shall be released from its obligationsgoverned by all the terms and conditions hereof, and will the Bank granting such assignment shall have released its rightsRevolving Credit Commitment, under and its obligations and rights in connection therewith, reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower Administrative Agent and the each Issuing Agent, which consent shall not be unreasonably withheld, and, prior to sellthe occurrence of a Default or Event of Default, assignBorrower, transfer or negotiate to assign all or any part of its Commitments Commitment (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to itparticipations in Letter of Credit, and provided that the same percentage of its commitment and loans outstanding under the 364-Day Credit Agreement are also assigned) to one or more commercial banks or other financial institutions, Persons; provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that is in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments an amount of at least $5,000,0005,000,000 or the entire Commitment of such Bank, (iii) each and if such assignment is not for such Bank's entire Commitment then such Bank's Commitment after giving effect to such assignment shall not be evidenced by a written agreement executed by such assigning Bank, such assignee bank less than $5,000,000; and provided further that neither the consent of Borrower nor the Administrative Agent nor an Issuing Agent shall be required for any Bank to assign all or banks, the Borrower and the Agent which agreement shall specify in each instance the portion part of the Obligations which are its Commitment to be assigned to the assignee bank and the portion of the Commitments any Affiliate of the assigning Bank so long as the same percentage of such Bank's commitment under the 364-Day Credit Agreement are also assigned to such Affiliate. Each such assignment shall set forth the assignees address for notices to be assumed by given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the assignee bank or banksAdministrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and (iv) the assigning Bank shall pay payment of a $3,500 recordation fee to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by Administrative Agent, the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, Agent (which consent shall not be unreasonably withheld), to sell, assign, transfer or negotiate assign all or any part of its Commitments Revolving Credit Commitment (including the same percentage of its Note, Note and outstanding Loans and Reimbursement Obligations owed to itLoans) to one or more commercial banks or other financial institutions, Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of a fixed percentage (and not by its terms of varying percentage) Revolving Credit Commitment to any Affiliate of the assigning Bank's Commitments. Each such assignment shall set forth the assignees address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, that in order the event a Bank assigns all of its Revolving Credit Commitment at the request of the Borrower, pursuant to make any such assignment (iSection 3.2(b) the assigning Bank shall retain at least $10,000,000 in Commitmentsor 11.13(iii), and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each such assignment no recordation fee shall be evidenced by a written agreement executed by such assigning Bankrequired hereunder. A Bank may not assign its Revolving Credit Commitment hereunder unless it shall simultaneously assign the same percentage of its commitment, such assignee bank or banks, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rightsif any, under the Loan Documents Long-Term Credit Agreement in accordance with the terms thereof. If the Borrower replaces a Dissenting Bank or Replaceable Bank with another entity, it shall also cause the assignment of such Dissenting Bank or Replaceable Bank's commitment, if any, under the Long-Term Credit Agreement in accordance with the terms thereof, and such Dissenting Bank or Replaceable Bank agrees to cooperate in the extent making of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, Agent (which consent shall not be unreasonably withheld), to sell, assign, transfer or negotiate assign all or any part of its Commitments Revolving Credit Commitment (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to itparticipations in Letters of Credit) to one or more commercial banks or other financial institutions, Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of a fixed percentage (and not by its terms of varying percentage) Revolving Credit Commitment to any Affiliate of the assigning Bank's Commitments. Each such assignment shall set forth the assignees address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, that in order the event a Bank assigns all of its Revolving Credit Commitment at the request of the Borrower, pursuant to make any such assignment (iSection 11.13(iii) the assigning Bank shall retain at least $10,000,000 in Commitmentsbelow, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each such assignment no recordation fee shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrowerrequired hereunder.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower Borrowers and the Agent, Administrative Agent (which shall consent will not be unreasonably withheld, ) to sell, assign, transfer or negotiate assign all or any part of its Commitments (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to it) Revolving Credit Commitment to one or more commercial banks or other financial institutions, Persons; provided that (i) each such assignment shall be of a fixed percentage (constant, and not by its terms a varying, percentage of varying percentageall such rights and obligations, (ii) unless both parties to the assignment are Banks immediately prior to giving effect to the assignment, the amount of the Revolving Credit Commitment of the assigning Bank's Commitments; provided, however, that in order Bank being assigned pursuant to make any each such assignment (idetermined as of the date of such assignment) the assigning Bank shall retain at least not be less than $10,000,000 in Commitments(or if less, the entire amount of such Bank's Revolving Credit Commitment, or $1,000,000 if such assignment is from one Bank to another) and (ii) the assignee bank shall have Commitments be an integral multiple of at least $5,000,0001,000,000, (iii) the parties to each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower execute and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned deliver to the assignee bank Administrative Agent, for its acceptance and the portion of the Commitments of the assigning Bank recording, an assignment and acceptance, together with any Notes subject to be assumed by the assignee bank or bankssuch assignment, and (iv) neither the consent of the Borrowers nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any affiliate of the assigning Bank shall pay or to any Bank; provided further, however, that each such assigning Bank, unless assigning all of its Revolving Credit Commitment hereunder and under the Agent Chemical Credit Agreement, maintains a processing fee of minimum Revolving Credit Commitment hereunder which, together with its revolving credit commitment under the Chemical Credit Agreement, is not less than $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with 10,000,000. Upon any such assignment agreement. Any such (except any assignment made pursuant to Sections 1.2 or 9.7(b) hereof), its notification to the Administrative Agent and the payment of a $3,000 recordation fee to the Administrative Agent, the assignee shall become a Bank for hereunder, all purposes hereunder Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof, and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment and Section 1.1(b) hereof shall be automatically amended, without further action, to reflect the extent addition of such assignee as a Bank and the reduction of the Commitments it assumes and Revolving Credit Commitment of the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of assignor as described in such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest Upon your acceptance hereof in the Loans manner hereinafter set forth, this Agreement shall be a contract between us for the purposes hereinabove set forth. Dated as of December 23, 1996. FIRST MISSISSIPPI CORPORATION By: ------------------------------------- Its: ------------------------------------- AMPRO FERTILIZER, INC. By: ------------------------------------- Its: ------------------------------------- Accepted and Reimbursement Obligations owed Agreed to it or its Commitments under this Section 11.12 any financial or other information pertaining to as of the Borrower.day and year last above written. XXXXXX TRUST AND SAVINGS BANK individually and as Administrative Agent By: --------------------------------------- Its Senior Vice President Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Agribusiness Division Eurodollar Lending Office: Nassau Branch 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 CAISSE NATIONALE DE CREDIT AGRICOLE By: --------------------------------------- Its: --------------------------------------- By: --------------------------------------- Its: --------------------------------------- Address: 00 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Xxx Xxxx Eurodollar Lending Office: ------------------------ ------------------------ CIBC INC. By: ---------------------------------------- Its: --------------------------------------- Address: Two Paces West 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxxx Eurodollar Lending Office: ----------------------- ----------------------- BANQUE NATIONALE DE PARIS, HOUSTON AGENCY By: --------------------------------------- Its: --------------------------------------- Address: 000 Xxxxx Xxxxxxx Xxxxxx Suite 2630 Dallas, Texas 75201 Attention: Xxxxx X. Xxxx Eurodollar Lending Office: ----------------------- ----------------------- BANK OF AMERICA ILLINOIS By: --------------------------------------- Its: --------------------------------------- Address: 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxx Eurodollar Lending Office: --------------------------- --------------------------- COMMERZBANK AKTIENGESELLSCHAFT, ATLANTA AGENCY By: -------------------------------------- Its: -------------------------------------- By: -------------------------------------- Its: -------------------------------------- Address: 0000 Xxxxxxxxx XX Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxx Eurodollar Lending Office: --------------------------- ---------------------------

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower (except Borrower's consent is not required during the occurrence and the Agent, continuance of a Default or an Event of Default) and Agent and Issuing Agent (which consent shall not be unreasonably withheld), to sell, assign, transfer or negotiate assign all or any part of its Commitments Commitment (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to itparticipations in Letter of Credit) to one or more commercial banks or other financial institutions, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's CommitmentsPersons; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each PROVIDED THAT such assignment shall be evidenced by a written agreement executed by an Assignment and Acceptance Agreement and shall be in an amount of at least $5,000,000 or the entire Commitment of such assigning Bank, and if such assignee bank or banks, assignment is not for such Bank's entire Commitment then such Bank's Commitment after giving effect to such assignment shall not be less than $5,000,000; and PROVIDED FURTHER that neither the consent of the Borrower and nor of the Agent which agreement shall specify in each instance the portion be required for any Bank to assign all or part of the Obligations which are its Commitment to be assigned to the assignee bank and the portion of the Commitments any affiliate of the assigning Bank Bank. Each such assignment shall set forth the assignee's address for notices to be assumed by the assignee bank or banksgiven under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, and (iv) the assigning Bank shall pay delivery to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any an executed copy of such assignment agreement. Any such agreement and the forms referred to in Section 11.1 hereof, if applicable, and the payment of a $2,500 recordation fee to the Agent, the assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Agent, which shall not be unreasonably withheld, to sell, assign, transfer or negotiate assign all or any part of its Commitments Commitment (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to itparticipations in Letters of Credit) to one or more commercial banks or other financial institutions, Persons; provided that each such assignment is in an amount of at least $5,000,000 or the entire Commitment of such Bank; provided further that (i) the consent of the Borrower to any such assignment shall not be required during the continuance of a fixed percentage an Event of Default and (and not by its terms ii) neither the consent of varying percentage) the Borrower nor of the Agent shall be required if the assignee is an Affiliate of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each . Each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, set forth the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are assignee's address for notices to be assigned given under Section 12.8 hereof hereunder and its designated Lending Office pursuant to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banksSection 9.4 hereof. Upon any such assignment, and (iv) the assigning Bank shall pay delivery to the Agent a processing fee and the Borrower of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any an executed copy of such assignment agreement. Any such agreement and the forms referred to in Section 11.1 hereof, if applicable, and, the payment of a $2,500 recordation fee to the Agent, the assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The At the time of the assignment the Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans shall execute and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining deliver to the Borrowerassignor and/or assignee new Notes.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower (except Borrower’s consent is not required during the occurrence and the Agent, continuance of a Default or an Event of Default) and Agent and Issuing Agent and Swingline Bank (which consent shall not be unreasonably withheld), to sell, assign, transfer or negotiate assign all or any part of its Commitments Commitment (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to itparticipations in Letter of Credit) to one or more commercial banks or other financial institutions, Persons; provided that such assignment shall be evidenced by an Assignment and Acceptance Agreement and shall be in an amount of a fixed percentage (at least $5,000,000 or the entire Commitment of such Bank, and if such assignment is not by for such Bank’s entire Commitment then such Bank’s Commitment after giving effect to such assignment shall not be less than $5,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its terms of varying percentage) Commitment to any affiliate of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each . Each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, set forth the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are assignee’s address for notices to be assigned given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banksSection 9.4 hereof. Upon any such assignment, and (iv) the assigning Bank shall pay delivery to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any an executed copy of such assignment agreement. Any such agreement and the forms referred to in Section 11.1 hereof, if applicable, and the payment of a $2,500 recordation fee to the Agent, the assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, (which consent shall not be unreasonably withheldwithheld or delayed) of the Company and the Administrative Agent, to sell, assign, transfer or negotiate assign all or any part of its Commitments Revolving Credit Commitment or its Term Loan Commitment (including which assignment, if involving its Revolving Credit Commitment or Revolving Loans, must be of the same percentage of its Committed Revolving Loan Note, outstanding Loans Committed Revolving Loans, participations in Letters of Credit and Reimbursement Obligations owed to itSwing Line Loans) to one or more commercial banks or other financial institutions, Persons; provided that each such assignment is in an amount of at least $3,000,000 (or $1,000,000 in the case of an assignment to another Bank) or the entire Revolving Credit Commitment and Term Loan Commitments of such 103 assigning Bank; provided further that no such consents from the Administrative Agent or the Company shall be required if the assignee is another Bank or an Affiliate of the assigning Bank (provided that any such Affiliate of the assigning Bank complies with Section 17.1(b) hereof at the time of such assignment) and no such consent shall be required from the Company for any assignment made during the continuance of any Event of Default or for any such assignment to an Affiliate of a Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 17.8 hereof hereunder and its designated Lending Office pursuant to Section 14.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Company of an executed copy of such assignment agreement and the forms referred to in Section 17.1 hereof, if applicable, and, in the case of an assignment to a fixed percentage (and not by its terms of varying percentage) Person other than an Affiliate of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower and the Agent which agreement shall specify in each instance the portion payment of the Obligations which are to be assigned a $3,000 recordation fee to the assignee bank and Administrative Agent, the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to Loans, participations in Letters of Credit and Swing Line Loans and the extent of the Revolving Credit Commitment and Term Loan Commitments it assumes thereby holds shall be governed by all the terms and conditions hereof and the assigning Bank granting such assignment shall be released from have its obligationsRevolving Credit Commitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser At the time of an interest in the Loans assignment the Company and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining relevant Borrowers shall execute and deliver new Notes to the Borrowerassignor and/or assignee.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower Borrowers and the Agent, Administrative Agent (which shall consent will not be unreasonably withheld, ) to sell, assign, transfer or negotiate assign all or any part of its Commitments (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to it) Revolving Credit Commitment to one or more commercial banks or other financial institutions, Persons; provided that (i) each such assignment shall be of a fixed percentage (constant, and not by its terms a varying, percentage of varying percentageall such rights and obligations, (ii) unless both parties to the assignment are Banks immediately prior to giving effect to the assignment, the amount of the Revolving Credit Commitment of the assigning Bank's Commitments; provided, however, that in order Bank being assigned pursuant to make any each such assignment (idetermined as of the date of such assignment) the assigning Bank shall retain at least not be less than $10,000,000 in Commitments(or if less, the entire amount of such Bank's Revolving Credit Commitment, or $1,000,000 if such assignment is from one Bank to another) and (ii) the assignee bank shall have Commitments be an integral multiple of at least $5,000,0001,000,000, (iii) the parties to each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower execute and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned deliver to the assignee bank Administrative Agent, for its acceptance and the portion of the Commitments of the assigning Bank recording, an assignment and acceptance, together with any Notes subject to be assumed by the assignee bank or bankssuch assignment, and (iv) neither the consent of the Borrowers nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any affiliate of the assigning Bank shall pay or to any Bank; provided further, however, that each such assigning Bank, unless assigning all of its Revolving Credit Commitment hereunder and under the Agent First Mississippi Credit Agreement, maintains a processing fee of minimum Revolving Credit Commitment hereunder, which, together with its revolving credit commitment under the First Mississippi Credit Agreement, is not less than $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with 10,000,000. Upon any such assignment agreement. Any such (except any assignment made pursuant to Sections 1.1(d) or 9.7(b) hereof), its notification to the Administrative Agent and the payment of a $3,000 recordation fee to the Administrative Agent, the assignee shall become a Bank for hereunder, all purposes hereunder Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof, and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment and Section 1.1(b) hereof shall be automatically amended, without further action, to reflect the extent addition of such assignee as a Bank and the reduction of the Commitments it assumes and Revolving Credit Commitment of the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of assignor as described in such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest Upon your acceptance hereof in the Loans manner hereinafter set forth, this Agreement shall be a contract between us for the purposes hereinabove set forth. Dated as of December 23, 1996. MISSISSIPPI CHEMICAL CORPORATION By --------------------------------------- Its -------------------------------------- MISSISSIPPI PHOSPHATES CORPORATION By --------------------------------------- Its -------------------------------------- MISSISSIPPI POTASH, INC. By --------------------------------------- Its -------------------------------------- Accepted and Reimbursement Obligations owed Agreed to it or its Commitments under this Section 11.12 any financial or other information pertaining to as of the Borrower.day and year last above written. XXXXXX TRUST AND SAVINGS BANK individually and as Administrative Agent By --------------------------------------- Its Senior Vice President Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Agribusiness Division Eurodollar Lending Office: Nassau Branch 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 -58- CAISSE NATIONALE DE CREDIT AGRICOLE By --------------------------------------- Its -------------------------------------- By --------------------------------------- Its -------------------------------------- Address: 00 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Xx. Xxx Xxxx Eurodollar Lending Office: -------------------------- -------------------------- CIBC INC. By --------------------------------------- Its -------------------------------------- Address: Two Paces West 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xx. Xxxx Xxxxxxxxx Eurodollar Lending Office: -------------------------- -------------------------- BANQUE NATIONALE DE PARIS, HOUSTON AGENCY By --------------------------------------- Its -------------------------------------- Address: 000 Xxxxx Xxxxxxx Xxxxxx Suite 2630 Dallas, Texas 75201 Attention: Xxxxx X. Xxxx Eurodollar Lending Office: ----------------------------- ----------------------------- BANK OF AMERICA ILLINOIS By --------------------------------------- Its -------------------------------------- Address: 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx Eurodollar Lending Office: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 COMMERZBANK AKTIENGESELLSCHAFT, ATLANTA AGENCY By --------------------------------------- Its -------------------------------------- By --------------------------------------- Its -------------------------------------- Address: 0000 Xxxxxxxxx XX Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxx Eurodollar Lending Office: ----------------------------- ----------------------------- -60- BANQUE PARIBAS By --------------------------------------- Its -------------------------------------- Address: 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxx Eurodollar Lending Office: ----------------------------- ----------------------------- THE BANK OF NOVA SCOTIA, ATLANTA AGENCY By --------------------------------------- Its -------------------------------------- Address: ---------------------- ---------------------- Attention: ---------------------- Eurodollar Lending Office: ----------------------------- ----------------------------- SUNTRUST BANK, ATLANTA By --------------------------------------- Its -------------------------------------- By --------------------------------------- Its -------------------------------------- Address: 00 Xxxx Xxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxx -61- Eurodollar Lending Office: ----------------------------- ----------------------------- FIRST UNION NATIONAL BANK OF NORTH CAROLINA By --------------------------------------- Its -------------------------------------- Address: 000 Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 Attention: Xxx Xxxxxx Eurodollar Lending Office: ----------------------------- ----------------------------- ABN AMRO BANK N.V. By --------------------------------------- Its -------------------------------------- By --------------------------------------- Its -------------------------------------- Address: 0 Xxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx VanCranenburgh Eurodollar Lending Office: ----------------------------- ----------------------------- THE FUJI BANK, LIMITED By --------------------------------------- Its -------------------------------------- Address: Suite 2100 The Marquis One Tower 000 Xxxxxxxxx Xxxxxx Xxx. XX Xxxxxxx, Xxxxxxx 00000 Attention: -------------------- Eurodollar Lending Office: ---------------------------- ---------------------------- THE DAI-ICHI KANGYO BANK, LTD. By --------------------------------------- Its -------------------------------------- Address: ----------------------- 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxx Eurodollar Lending Office: ----------------------------- ----------------------------- HIBERNIA NATIONAL BANK By --------------------------------------- Its -------------------------------------- Address: 313 Carondelet Xxx Xxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx Xxxxxx Eurodollar Lending Office: ----------------------------- ----------------------------- DEPOSIT GUARANTY NATIONAL BANK By --------------------------------------- Its -------------------------------------- -63- Address: 000 Xxxx Xxxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxx Eurodollar Lending Office: ---------------------------- ----------------------------

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, (ii) another Bank or (iii) as provided in clause (b) below) of the Borrower and the Agent, Agent (which consent shall not be unreasonably withheld), to sell, assign, transfer or negotiate assign all or any part of its Commitments Credit Facility Commitment (including the same percentage of its Note, Note and outstanding Loans and Reimbursement Obligations owed to itLoans) to one or more commercial banks or other financial institutions, Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Credit Facility Commitment of such Bank, and if such assignment is not for such Bank's entire Credit Facility Commitment then such Bank's Credit Facility Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of a fixed percentage (and not by its terms of varying percentage) Credit Facility Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's Commitmentsaddress for 47 notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Credit Facility Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Credit Facility Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, that in order the event a Bank assigns all of its Credit Facility Commitment to make any such assignment (i) an Affiliate or at the assigning Bank shall retain at least $10,000,000 in Commitmentsrequest of the Borrower, and (ii) the assignee bank shall have Commitments of at least $5,000,000pursuant to Section 11.13(iii), (iii) each such assignment no recordation fee shall be evidenced by required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a written agreement executed by such assigning Banksecurity interest in all or any portion of its rights under this Agreement (including, such assignee bank or bankswithout limitation, the Borrower Loans owing to it and the Agent which agreement shall specify Note held by it) in each instance the portion favor of any Federal Reserve Bank in accordance with Regulation A of the Obligations which are to be assigned to the assignee bank and the portion Board of Governors of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the BorrowerFederal Reserve System.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, Administrative Agent (which shall consent will not be unreasonably withheld, ) to sell, assign, transfer or negotiate assign all or any part of its Commitments (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to it) Revolving Credit Commitment to one or more commercial banks or other financial institutions, Persons; provided that (i) each such assignment shall be of a fixed percentage (constant, and not by its terms a varying, percentage of varying percentageall such rights and obligations, (ii) unless both parties to the assignment are Banks immediately prior to giving effect to the assignment, the amount of the Revolving Credit Commitment of the assigning Bank's Commitments; provided, however, that in order Bank being assigned pursuant to make any each such assignment (idetermined as of the date of such assignment) the assigning Bank shall retain at least not be less than $10,000,000 in Commitments(or if less, the entire amount of such Bank's Revolving Credit Commitment, or $1,000,000 if such assignment is from one Bank to another) and (ii) the assignee bank shall have Commitments be an integral multiple of at least $5,000,0001,000,000, (iii) the parties to each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower execute and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned deliver to the assignee bank Administrative Agent, for its acceptance and the portion of the Commitments of the assigning Bank recording, an assignment and acceptance, together with any Notes subject to be assumed by the assignee bank or bankssuch assignment, and (iv) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any affiliate of the assigning Bank shall pay or to the Agent any Bank; provided further, however, that each such assigning Bank, unless assigning all of its Revolving Credit Commitment hereunder, maintains a processing fee of minimum Revolving Credit Commitment hereunder in an amount not less than $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with 10,000,000. Upon any such assignment agreement. Any such (except any assignment made pursuant to Sections 1.1(d) or 9.7(b) hereof), its notification to the Administrative Agent and the payment of a $3,000 recordation fee to the Administrative Agent, the assignee shall become a Bank for hereunder, all purposes hereunder Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof, and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment and Section 1.1(b) hereof shall be automatically amended, without further action, to reflect the extent addition of such assignee as a Bank and the reduction of the Commitments it assumes and Revolving Credit Commitment of the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of assignor as described in such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest Upon your acceptance hereof in the Loans manner hereinafter set forth, this Agreement shall be a contract between us for the purposes hereinabove set forth. Dated as of November 25, 1997. Mississippi Chemical Corporation By /s/ Xxxxxxx X. Xxxxxx Its Accepted and Reimbursement Obligations owed Agreed to it or its Commitments under this Section 11.12 any financial or other information pertaining to as of the Borrowerday and year last above written. Xxxxxx Trust And Savings Bank individually and as Administrative Agent By /s/ Xxxxx X. Xxxxxxx Its Senior Vice President Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Agribusiness Division Eurodollar Lending Office: Nassau Branch 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Credit Agricole Indosuez By /s/ Xxxx Xxxxxx Its Senior Vice President Branch Manager By /s/ Xxxxx Xxxxx, F.V.P. Its Head of Corporate Banking Chicago Address: 00 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Xx. Xxx Xxxx Eurodollar Lending Office: _______________________ _______________________ Banque Nationale de Paris, Houston Agency By /s/ Xxxxx X. Xxxx Its Banking Officer Address: 000 Xxxxx Xxxxxxx Xxxxxx Suite 2630 Dallas, Texas 75201 Attention: Xxxxx X. Xxxx Eurodollar Lending Office: 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 The Fuji Bank, Limited By /s/ Xxxxxxxxx Xxxxxx Its Senior Vice President & Senior Manager Address: Suite 2100 The Marquis One Tower 000 Xxxxxxxxx Xxxxxx Xxx. XX Xxxxxxx, Xxxxxxx 00000 Attention: ____________________ Eurodollar Lending Office: _______________________ _______________________ Bank of America National Trust and Savings Association By /s/ W. Xxxxxx Xxxxxxx Its Managing Director Address: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: W. Xxx Xxxxxxx Eurodollar Lending Office: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 The Bank of Nova Scotia, Atlanta Agency By /s/ F. C. H. Xxxx Its Senior Manager Loan Operations Address: Suite 2700 000 Xxxxxxxxx Xx., X.X. Xxxxxxx, Xxxxxxx 00000 Attention: _____________________ Eurodollar Lending Office: Xxxxx 0000 000 Xxxxxxxxx Xx., X.X. Xxxxxxx, Xxxxxxx 00000 SunTrust Bank, Atlanta By /s/ Xxxxxxx X. Xxxxxx Its Vice President By /s/ Xxxxxxx XxXxxxx Its Banking Officer Address: 00 Xxxx Xxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxx Eurodollar Lending Office: _______________________ _______________________ First Union National Bank By /s/ Xxxxx Xxxx Its SVP/Credit Address: 000 Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Attention: Mr. Xxxxx Xxxx Eurodollar Lending Office: _______________________ _______________________ ABN AMRO Bank N.V. By /s/ Xxxxx X. Xxxxxxxxx Its VP By X. X. Xxxxxx Its GVP Address: 0 Xxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx VanCranenburgh Eurodollar Lending Office: _______________________ _______________________ The Dai-Ichi Kangyo Bank, Ltd. By /s/ X. Xxxxxx Its Address: ____________________ 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxx

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Agent, which shall not be unreasonably withheld, to sell, assign, transfer or negotiate assign all or any part of its Commitments Commitment (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to itLoans) to one or more commercial banks or other financial institutions, Persons; provided that each such assignment is in an amount of at least $5,000,000 or the entire Commitment of such Bank; provided further that (i) the consent of the Borrower to any such assignment shall not be required during the continuance of a fixed percentage an Event of Default and (and not by its terms ii) neither the consent of varying percentage) the Borrower nor of the Agent shall be required if the assignee is an Affiliate of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each . Each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, set forth the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are assignee's address for notices to be assigned given under Section 12.8 hereof hereunder and its designated Lending Office pursuant to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banksSection 9.4 hereof. Upon any such assignment, and (iv) the assigning Bank shall pay delivery to the Agent a processing fee and the Borrower of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any an executed copy of such assignment agreement. Any such agreement and the forms referred to in Section 11.1 hereof, if applicable, and, the payment of a $2,500 recordation fee to the Agent, the assignee shall become a Bank for hereunder, all purposes hereunder to the extent of the Commitments it assumes Loans and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The At the time of the assignment the Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans shall execute and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining deliver to the Borrowerassignor and/or assignee new Notes.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld-it being agreed that the Borrower's consent shall not be required during the existence of any Event of Default), to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutions, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld, ) to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutionsinstitutions or investors, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, and (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld-it being agreed that the Borrower's consent shall not be required during the existence of any Event of Default), to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutions, provided that that, unless otherwise agreed to by the Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) unless the assigning Bank is assigning all of its Commitments, outstanding Loans and Reimbursement Obligations, the assigning Bank shall retain at least $10,000,000 5,000,000 in Commitments, outstanding Loans and Reimbursement Obligations, (ii) the assignee bank shall have Commitments Commitments, outstanding Loans and Reimbursement Obligations of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit I or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Agent, (which consent shall not be unreasonably withheldwithheld or delayed) of the Company and the Administrative Agent, to sell, assign, transfer or negotiate assign all or any part of its Commitments Revolving Credit Commitment or its Term Loan Commitment (including which assignment, if involving its Revolving Credit Commitment or Revolving Loans, must be of the same percentage of its Committed Revolving Loan Note, outstanding Loans Committed Revolving Loans, participations in Letters of Credit and Reimbursement Obligations owed to itSwing Line Loans) to one or more commercial banks or other financial institutions, Persons; provided that each such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that is in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments an amount of at least $5,000,0005,000,000 of its Revolving Credit Commitment (or $1,000,000 in the case of an assignment to another Bank) and $1,000,000 (or such lesser amount as may be consented to by the Administrative Agent and the Company) of its Term Loan Commitment (or outstanding Term Loans, if its Term Loan Commitment has been terminated) or the entire Revolving Credit Commitment and Term Loan Commitments (iiior outstanding Term Loans, if its Term Loan Commitment has been terminated) each of such assigning Bank; provided further that no such consents from the Administrative Agent or the Company shall be required if the assignee is another Bank, a Related Fund or an Affiliate of the assigning Bank (provided that any such Affiliate of the assigning Bank complies with Section 17.1(b) hereof at the time of such assignment) and no such consent shall be required from the Company for any assignment made during the continuance of any Event of Default or for any such assignment to an Affiliate of a Bank. Each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit K) executed by such assigning Bank, such assignee bank Bank or banksBanks, and, if required as provided above, the Borrower Administrative Agent and/or the Company. Each such assignment shall set forth the assignee's address for notices to be given under Section 17.8 hereof hereunder and its designated Lending Office pursuant to Section 14.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Agent which agreement shall specify in each instance the portion Company of an executed copy of the Obligations which are to be assigned to the assignee bank assignment agreement and the portion forms referred to in Section 17.1 hereof, if applicable, and, in the case of the Commitments an assignment to a Person other than an Affiliate of the assigning Bank to be assumed by the assignee bank or banks, and (iv) a Fund that is a Related Fund of the assigning Bank shall pay Bank, the payment of a $3,500 recordation fee to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by Administrative Agent, the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to Loans, participations in Letters of Credit and Swing Line Loans and the extent of the Revolving Credit Commitment and Term Loan Commitments it assumes thereby holds shall be governed by all the terms and conditions hereof and the assigning Bank granting such assignment shall be released from have its obligationsRevolving Credit Commitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser At the time of an interest in the Loans assignment the Company and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining relevant Borrowers shall execute and deliver new Notes to the Borrowerassignor and/or assignee. Notwithstanding anything else contained in this Agreement, only one recordation fee shall be payable in connection with simultaneous assignments to or by two or more Related Funds.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Borrower and Agent (which consent of the Agent, which Agent shall not be unreasonably withheld) and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutionsinstitutions or investors; PROVIDED, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, howeverHOWEVER, that in order to make any such assignment (i) unless the assigning Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, and (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) the assignment of a Revolving Note shall cover the same percentage of such Bank's Revolving Credit Commitment, Revolving Loans and interests in Letters of Credit, (iv) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total, (v) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (ivvi) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower so long as such purchaser or prospective purchaser agrees to be bound by Section 12.21 hereof. Notwithstanding anything herein to the contrary, (i) any assigning Bank may, without obtaining the Borrower's consent, assign all or a portion of its Commitments (and related outstanding Obligations hereunder) to its parent entity and/or any -65- affiliate of such Bank which is at least 80% owned by such Bank or its parent entity or to any one or more Banks and (ii) nothing in this Agreement shall prevent or prohibit any Bank from pledging its Loans and Notes to a Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and the Agent, Agent (which consent shall not be unreasonably withheld), to sell, assign, transfer or negotiate assign all or any part of its Commitments Revolving Credit Commitment (including the same percentage of its Note, Note and outstanding Loans and Reimbursement Obligations owed to itLoans) to one or more commercial banks or other financial institutions, Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of a fixed percentage (and not by its terms of varying percentage) Revolving Credit Commitment to any Affiliate of the assigning Bank's Commitments. Each such assignment shall set forth the assignees address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, that in order the event a Bank assigns all of its Revolving Credit Commitment to make any such assignment (i) an Affiliate or at the assigning Bank shall retain at least $10,000,000 in Commitmentsrequest of the Borrower, and (ii) the assignee bank shall have Commitments of at least $5,000,000pursuant to Section 11.13(iii), (iii) each such assignment no recordation fee shall be evidenced by required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a written agreement executed by such assigning Banksecurity interest in all or any portion of its rights under this Agreement (including, such assignee bank or bankswithout limitation, the Borrower Loans owing to it and the Agent which agreement shall specify Note held by it) in each instance the portion favor of any Federal Reserve Bank in accordance with Regulation A of the Obligations which are to be assigned to the assignee bank and the portion Board of Governors of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the BorrowerFederal Reserve System.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld, withheld and shall not in any event ever be required for any assignment by Bank of Montreal) to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutionsinstitutions or investors, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that (other than in the case of an assignment by Bank of Montreal) in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, and (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower. Notwithstanding anything herein to the contrary, (i) any assigning Bank may, without obtaining the Borrower's consent, assign all or a portion of its Commitments (and related outstanding Obligations hereunder) to its parent entity and/or any affiliate of such Bank which is at least 80% owned by such Bank or its parent entity or to any one or more Banks and (ii) nothing in this Agreement shall prevent or prohibit any Bank from pledging its Loans and Notes to a Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank.