Common use of Loans to Cover Unpaid Drawings Clause in Contracts

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent is authorized (and the Borrowers do here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate Advance) to the Borrowers in an amount equal to such Bank’s Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank should be recovered by or on behalf of any Borrower from the LC Bank in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers to reimburse the LC Bank for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Administrative Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate Advance) to the Borrowers in an amount equal to such Bank’s Revolving Percentage of the amount of the Unpaid Drawing. The Administrative Agent shall notify each Bank by 11:00 AM a.m. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan Loans (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Administrative Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Administrative Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AMa.m., Minneapolis time, is deemed to have received such notice). The Administrative Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Administrative Agent should be recovered by or on behalf of any Borrower the Borrowers from the LC Bank in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Administrative Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers shall pay to the Administrative Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers to reimburse the LC Bank for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Base Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM a.m. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III 3 hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AMa.m., Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III 3 shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s 's Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Reference Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM a.m. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AMa.m., Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Reference Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s 's Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid ------------------------------ Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan an Advance (as a Prime Reference Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM (Minneapolis Chicago time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM (Minneapolis Chicago time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, Minneapolis Chicago time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans Advance directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Reference Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan an Advance to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s 's Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM a.m. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III 3 hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AMa.m., Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III 3 shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM A.M. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM P.M. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, A.M. (Minneapolis time, ) is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Letter of Credit Bank for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Letter of Credit Bank in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Revolving Loan Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers Borrower to reimburse the LC Letter of Credit Bank for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Letter of Credit Bank a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s 's Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do here hereby so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate Advance) or, after the Transformation Date, increase the Term Loan to the Borrowers in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM a.m. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans Loan directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 8.11 hereof. If at the time the Banks make funds available to the Agent makes Loans pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Reference Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s Revolving 's Commitment Percentage of the Unpaid Drawing (before deducting the amount of any Commitment Loans made by other Banks to reimburse the Agent for such Unpaid Drawing). In consideration of and in furtherance of the foregoing, each Bank hereby unconditionally and absolutely agrees to pay to the Agent, for the Agent's own account, such Bank's Commitment Percentage of each Unpaid Drawing (before deducting the amount of any Loans made by other Banks to reimburse the Agent for such Unpaid Drawing). The Agent shall promptly notify each Bank that is unable to make a Loan to reimburse the Agent for an Unpaid Drawing of that Bank's Commitment Percentage of such Unpaid Drawing. Each Bank shall pay to the Agent, not later than 2:00 p.m. (Minneapolis time) on the date it receives such notice, such Bank's Commitment Percentage of such Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid ------------------------------ Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan an Advance (as a Prime Reference Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans Advance directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Reference Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan an Advance to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s 's Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate Advance) to the Borrowers in an amount equal to such Bank’s Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM a.m. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan Loans (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AMa.m., Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any Borrower the Borrowers from the LC Bank in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers to reimburse the LC Bank for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM A.M. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM P.M. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, A.M. (Minneapolis time, ) is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Revolving Loan Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s 's Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid ------------------------------ Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event event: (i) in the Agent case of a Revolving Commitment Unpaid Drawing, each Bank is authorized (and the Borrowers do here hereby so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Base Rate Advance) to the Borrowers in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Revolving Commitment Unpaid Drawing; and (ii) in the case of an Unpaid Drawing under the Stockholders' Committee Letter of Credit, each Bank is authorized (and the Borrowers do hereby so authorize each Bank) to, and shall, make an Advance under its Term Loan (as a Base Rate Advance) to the Borrowers in an amount equal to such Bank's Term Loan Percentage of the amount of the Unpaid Drawing under the Stockholders' Committee Letter of Credit. The Agent shall notify each Bank by 11:00 AM a.m. (Minneapolis time) on the date such an Unpaid Drawing occurs of the amount of the Revolving Loan or the Advance under the Term Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan or Advance under the Term Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan or Advance under the Term Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AMa.m., Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans or Advances under the Term Loans directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 8.11 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III a Default or Event of Default shall not have been satisfiedexist, the Borrowers shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demandDefault Rate. If for any reason any Bank is unable to make a Revolving Loan or an Advance under its Term Loan to the Borrowers to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to to: (x) such Bank’s 's Revolving Percentage of the Unpaid Drawing if it is a Revolving Commitment Unpaid Drawing; or (y) such Bank's Term Loan Percentage of the Unpaid Drawing if it was under the Stockholders' Committee Letter of Credit. In consideration of and in furtherance of the foregoing, each Bank hereby unconditionally and absolutely agrees to pay to the Agent, for the Agent's own account, such Bank's Revolving Percentage or Term Loan Percentage, as appropriate, of each Unpaid Drawing (before deducting the amount of any Revolving Loans or Advances under the Term Loans made by other Banks to reimburse the Agent for such Unpaid Drawing). The Agent shall promptly notify each Bank that is unable to make a Revolving Loan or an Advance under the Term Loan to reimburse the Agent for an Unpaid Drawing of that Bank's Revolving Percentage or Term Loan Percentage, as appropriate, of such Unpaid Drawing. Each Bank shall pay to the Agent, not later than 2:00 P.M. (Minneapolis time) on the date it receives such notice, such Bank's Revolving Percentage or Term Loan Percentage, as appropriate, of such Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are amount drawn under a Letter of Credit is not then funds repaid by the Borrower as required in the Holding Account to cover the sameSection 1.14, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do here Borrower does hereby so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Reference Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s Revolving Percentage 's ratable share of the amount of the Unpaid Drawingunpaid drawing. The Agent shall notify each Bank by 11:00 AM 12:00 noon (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III this Agreement hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank itself for such Unpaid Drawingunpaid drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 6.9 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawingunpaid drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawingunpaid drawing, at par, in an amount equal to such Bank’s Revolving Percentage 's ratable share of the unpaid drawing (before deducting the amount of any Revolving Loans made by other Banks to reimburse the Agent for such Unpaid Drawing). Each Bank shall pay to the Agent, not later than 2:00 P.M. (Minneapolis time) on the date it receives such notice, such Bank's ratable share of such unpaid drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks Lenders notice to that effect, specifying the amount thereof, in which event the Agent each Lender is authorized (and the Borrowers do here each Borrower so authorize authorizes each BankLender) to, and shall, make a Revolving Loan (as a Prime Rate Advance) to the Borrowers in an amount equal to such BankXxxxxx’s Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank Lender by 11:00 AM A.M. (Minneapolis Minneapolis, Minnesota time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such BankLender. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank Lender shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank Lender shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM P.M. (Minneapolis Minneapolis, Minnesota time) on the day on which such Bank Xxxxxx received such notice (or, in the case of notices received after 11:00 AMA.M. (Minneapolis, Minneapolis Minnesota time, ) is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank Agent for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks Lenders in the manner contemplated by Section 8.10 8.11 hereof. If at the time the Banks Lenders make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers shall pay to the Agent for the account of the Banks Lenders interest on the funds so advanced at a floating the rate per annum equal applicable to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances Revolving Loans plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank Lender is unable to make a Revolving Loan to the Borrowers any Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank Lender shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such BankXxxxxx’s Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do here Borrower does hereby so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Reference Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s 's Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM a.m. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AMa.m., Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 8.11 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum Default Rate beginning on the date of the Prime Rate plus advance if notice from the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable Agent is received within five Business Days, or otherwise on demandthe date the Agent notifies the Borrower that the applicable conditions precedent in Article III have not been satisfied. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers Borrower to reimburse the LC Bank Agent for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s 's Revolving Percentage of the Unpaid Drawing (before deducting the amount of any Revolving Loans made by other Banks to reimburse the Agent for such Unpaid Drawing). In consideration of and in furtherance of the foregoing, each Bank hereby unconditionally and absolutely agrees to pay to the Agent, for the Agent's own account, such Bank's Revolving Percentage of each Unpaid Drawing (before deducting the amount of any Revolving Loans made by other Banks to reimburse the Agent for such Unpaid Drawing). The Agent shall promptly notify each Bank that is unable to make a Revolving Loan to reimburse the Agent for an Unpaid Drawing of that Bank's Revolving Percentage of such Unpaid Drawing. Each Bank shall pay to the Agent, not later than 2:00 P.M. (Minneapolis time) on the date it receives such notice, such Bank's Revolving Percentage of such Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do each Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan (which Loan (a) shall be made as a Prime Rate Advance, in the case of an Unpaid Drawing on a Letter of Credit denominated in U.S. Dollars and (b) shall be made as a Eurocurrency Rate Advance having an initial Interest Period of one day (and not of one, three or six months), in the case of an Unpaid Drawing on a Letter of Credit denominated in Foreign Currency) to the relevant Borrowers in an amount equal to such Bank’s Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM A.M. (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, Funds at the office of the Agent, not later than 2:00 PM P.M. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, A.M. (Minneapolis time, ) is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Letter of Credit Bank for such Unpaid Drawing. If any portion of any such amount paid to the LC Agent or the Letter of Credit Bank should be recovered by or on behalf of any a Borrower from the LC Agent or the Letter of Credit Bank in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the relevant Borrowers shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate (or, in the case of a Letter of Credit denominated in a Foreign Currency, such rate reasonably determined by the Agent) plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers a Borrower to reimburse the LC Letter of Credit Bank for an Unpaid Drawing, then such Bank shall immediately purchase from the LC Letter of Credit Bank a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s Revolving Percentage of the Unpaid Drawing.

Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent each Bank is authorized (and the Borrowers do Borrower does here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Base Rate Advance) to the Borrowers Borrower in an amount equal to such Bank’s Revolving 's Commitment Percentage of the amount of the Unpaid Drawing, subject, however, to the limitations set forth in Section 2.14. The Agent shall notify each Bank by 11:00 AM (Minneapolis time) promptly on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists, but subject to the limitations set forth in Section 2.1) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM 3:00 p.m. (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank itself for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank Agent should be recovered by or on behalf of any the Borrower from the LC Bank Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers Borrower shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Base Rate plus the Applicable Margin for Prime Base Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is the Banks are unable to make a Revolving Loan Loans to the Borrowers Borrower in an aggregate amount sufficient to reimburse the LC Bank Agent for an Unpaid DrawingDrawing (including, without limitation, the application of the limitations set forth in Section 2.8), and there are not funds available in the Holding Account to make such reimbursement, then such Bank the Banks (other than U.S. Bank) shall immediately purchase from the LC Bank Agent a risk participation in such Unpaid Drawing, at par, in an amount amounts equal to each such Bank’s Revolving 's Commitment Percentage of the Unpaid Drawing.