Common use of Call Protection Clause in Contracts

Call Protection. (i) If all or any part of the principal balance of any Loans is paid prior to the date that is 43 months following the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Section 2.11 hereof or any mandatory prepayments made pursuant to any of Sections 2.13(a)(y) and Section 2.13(h), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) the Make-Whole Premium on the principal amount of the Term Loans so prepaid, with respect to prepayments made on or after the Closing Date but prior to the date that is 18 months following the Closing Date (the “First Prepayment Premium Period”), (2) the amount of such prepayment multiplied by (x) 103 percent, with respect to prepayments made on or after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (the “Second Prepayment Premium Period”), and (y) 101 percent, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium for any mandatory prepayments made pursuant to Section 2.13(a)(x) shall be calculated pursuant to (A) the foregoing clause (2) for any such prepayment made during the First Prepayment Premium Period or the Second Prepayment Premium Period and (B) the foregoing clause (3) for any such prepayment made thereafter. (ii) Notwithstanding the foregoing Section 2.12(c)(i), if during the First Prepayment Premium Period any Term Loans are prepaid with the proceeds from the MARAD Financing, the Applicable Prepayment Premium shall be equal to the sum of (x) the Make-Whole Carve-Out multiplied by 103 percent plus (y) the Make-Whole Premium on the principal amount of the Term Loans so prepaid in excess of the Make-Whole Carve-Out. (iii) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendment extending the termination date of any of such Xxxxxx’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (c)(iii) had such Term Loans been the subject of a voluntary prepayment at such time (iv) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated and/or the Delayed Draw Term Loan Commitments terminated prior to the date that is 43 months following the Closing Date for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, sale, disposition, or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium, determined as of the date of acceleration, will also be due and payable as though said Obligations were voluntarily prepaid and said Commitments terminated as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means. BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (v) On or after the date that is 43 months following the Closing Date, no premiums shall be payable pursuant to this Section 2.12(c) in connection with any prepayments of the Term Loans other than Term SOFR funding breakage costs as required under the terms of this Agreement.

Call Protection. (i) If all or any part Except as provided in this Section 2.8(b)(i), each Voluntary Prepayment, each mandatory prepayment that becomes due pursuant to Section 2.9, and each payment that becomes due as a result of acceleration of the principal balance Term Loan Maturity Date pursuant to Section 8.1 or otherwise (including, for the avoidance of any Loans is paid doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), in each case on or prior to the date that is 43 months following the Closing Date for any reason twenty-four (including, but not limited to, whether voluntary or mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A24) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Section 2.11 hereof or any mandatory prepayments made pursuant to any of Sections 2.13(a)(y) and Section 2.13(h), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) the Make-Whole Premium on the principal amount of the Term Loans so prepaid, with respect to prepayments made on or after the Closing Date but prior to the date that is 18 months following the Closing Date (the each, a “First Prepayment Premium PeriodSpecified Payment”), (2) the amount of such prepayment multiplied by (x) 103 percent, with respect to prepayments made on or after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (the “Second Prepayment Premium Period”), and (y) 101 percent, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium for any mandatory prepayments made pursuant to Section 2.13(a)(x) shall be calculated pursuant to (A) accompanied by the foregoing clause (2) for any Specified Premium in respect of such prepayment made during the First Prepayment Premium Period or the Second Prepayment Premium Period and (B) the foregoing clause (3) for any such prepayment made thereafterSpecified Payment. (ii) Notwithstanding Borrower hereby agrees to pay the foregoing Section 2.12(c)(i), if during Specified Premium to Administrative Agent for the First Prepayment Premium Period any Term Loans are prepaid ratable benefit of the Lenders with the proceeds from the MARAD Financing, the Applicable Prepayment Premium shall be equal respect to the sum of (x) each Specified Payment of the Make-Whole Carve-Out multiplied by 103 percent plus Term Loan made under Section 2.8 or Section 2.9, (y) any other acceleration of the Make-Whole Premium on Term Loan pursuant to Section 8.1 or otherwise (including, for the principal avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law)) or (z) the occurrence of any other Specified Event, in each case, with respect to the amount of the Term Loans so prepaid in excess Specified Payment of the Make-Whole Carve-OutTerm Loan repaid, prepaid, terminated, reduced, paid, redeemed, satisfied, released, distributed, discharged or accelerated (whether or not paid), concurrently with such repayment, prepayment, redemption, satisfaction, discharge or acceleration (whether or not paid). (iii) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced Any Specified Premium payable pursuant to this Section 2.22 due to such Lender’s failure to approve a consent2.8(b) constitutes liquidated damages sustained by each Lender as the result of the early repayment, waiverprepayment, distribution, termination, reduction, payment, redemption, release, satisfaction, discharge or amendment extending the termination date of any of such Xxxxxx’s Loans acceleration (whether or the scheduled maturity date(snot paid) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount its Term Loan and Borrower agrees that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (c)(iii) had such Term Loans been the subject of a voluntary prepayment at such time (iv) Without limiting the generality of the foregoing, it is understood and agreed that if reasonable under the Obligations are accelerated and/or the Delayed Draw Term Loan Commitments terminated prior to the date that is 43 months following the Closing Date for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, sale, disposition, or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium, determined as of the date of acceleration, will also be due and payable as though said Obligations were voluntarily prepaid and said Commitments terminated as of such date and shall constitute part of the Obligations, circumstances in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits losses as a result thereof. The Applicable Prepayment Premium Any prepayment, repayment, payment, satisfaction (whether in whole or in part), distribution, termination, release, reduction or discharge of the Term Loan (including, without limitation, by foreclosure (whether by power of sale or judicial proceeding) or by any other means), irrespective of whether such prepayment, repayment, payment, satisfaction, distribution, release, discharge, termination or reduction occurs following any earlier maturity of the Term Loan, including, without limitation, pursuant to any voluntary or involuntary acceleration of the Term Loan pursuant to Section 8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), or the commencement of any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, or pursuant to a plan of reorganization, and including, without limitation, any prepayment, repayment, payment, termination, reduction, release, satisfaction, distribution or discharge of the Term Loan (a) pursuant to this Section 2.8 or Section 2.9, (b) after acceleration thereof, including, without limitation, pursuant to Section 8.1 (including, for the - 57 - avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law) or such amount otherwise becoming or being declared immediately due and payable pursuant to the terms hereof and (c) whether before or after any acceleration of the Term Loan pursuant to Section 8.1 (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), shall, in each case be accompanied by, and there shall become due and payable automatically on the date of any of the foregoing, the Specified Premium, payable in accordance with Dollars on the principal amount so prepaid or on the principal amount that has become or is declared to be immediately preceding sentence due and payable pursuant to Section 8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), or in respect of which such claim in any bankruptcy, insolvency, reorganization, liquidation, judicial management or similar proceeding has arisen, or otherwise constituting the principal amount of the Term Loan prepaid, repaid, paid, satisfied, distributed, discharged, terminated, reduced or accelerated, as applicable. (iv) Borrower acknowledges that Lender would not have extended the Term Loan without the inducement of the payment of the Specified Premium. BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE SPECIFIED PREMIUM. Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Specified Premium is the product of a transaction on Arm’s Length Terms between sophisticated business people, ably represented by counsel; (B) the Specified Premium shall be presumed payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in the transactions contemplated by the Loan Documents for such agreement to pay the Specified Premium; and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to herein, including in this Section 2.8(b). (v) If the liquidated damages sustained Obligations are accelerated for any reason, including, without limitation, because of default, sale, transfer or encumbrance that results in an Event of Default hereunder (including that by each Lender operation of law or otherwise, and including, for the avoidance of doubt and without limitation, as the a result of Section 8.1(f) or (g) or as a result of applicable law), the early termination, Specified Premium on Term Loan will also automatically and concurrently with such acceleration become due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Borrower agrees that it is reasonable under the circumstancesObligations. The Applicable Prepayment Specified Premium on the Term Loan shall also be payable in the event the Obligations (and/or this Agreement or the Notes (if any) evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, foreclosure or by any other means. TO THE EXTENT LEGALLY PERMISSIBLE, BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT SPECIFIED PREMIUM ON THE TERM LOAN IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (v) On or after the date that is 43 months following the Closing Date, no premiums shall be payable pursuant to this Section 2.12(c) in connection with any prepayments of the Term Loans other than Term SOFR funding breakage costs as required under the terms of this Agreement.

Call Protection. (i) If all or any part of In the principal balance of any Loans is paid event that, prior to the date that is 43 months following fourth (4th) anniversary of the Closing Date Date, the Loan Parties (i) prepay any Tranche B Loans (other than pursuant to Section 2.06(c)(i), 2.06(c)(iii), 2.06(c)(iv) or, for the avoidance of doubt, 2.05(a)) or (ii) effect any reason Repricing Amendment (including, but not limited tofor avoidance of doubt, whether voluntary or mandatorypursuant to Section 2.18), and whether before or after acceleration the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Obligations or the commencement of any Insolvency Proceedingapplicable Lenders, but in any event (A) including any in the case of clause (i), a prepayment premium equal to the Makewhole Amount or to the percentage set forth below opposite the date of such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result aggregate principal amount of the occurrence of an Event of DefaultTranche B Loans so prepaid, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reasonas applicable, and (B) excluding in the case of clause (ii), a fee equal to the Makewhole Amount or to the percentage set forth below opposite the date of the effectiveness of such Repricing Amendment of the aggregate principal amount of the Tranche B Loans subject to such Repricing Amendment, as applicable, and in each case of clauses (A) or (B), such premium or fee, as the case may be, shall be payable whether such prepayment or Repricing Amendment, as the case may be, occurs before, during or after an Event of Default has occurred and is continuing or an acceleration of Term Loans has occurred: Period Premium/Fee Prior to December 15, 2017 Makewhole Amount December 15, 2017 through December 14, 2018 3.00% (ii) With respect to any prepayment that is required to be made prepayments of Tranche B Loans pursuant to Section 2.06(c)(i) on account of Asset Dispositions by the provisions of Section 2.11 hereof or any mandatory prepayments made pursuant to Borrower and/or any of Sections 2.13(a)(y) and Section 2.13(h)its Subsidiaries that occur on or after the Closing Date, the Borrower shall pay to the Administrative Agent, for the benefit ratable account of all Lenders entitled each of the applicable Lenders, a prepayment premium equal to a two percent (2.0%) of the aggregate principal amount of the Tranche B Loans so prepaid, and such premium shall be payable whether such prepayment occurs before, during or after an Event of Default has occurred and is continuing or an acceleration of Term Loans has occurred, provided that no such premium shall be payable to the extent the aggregate principal amount of Tranche B Loans so prepaid exceeds the Asset Disposition Prepayment Amount (it being understood that in connection with any such prepayment of Tranche B Loans that would result in such excess, only the portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) the Make-Whole Premium on the principal amount of the Term Loans so prepaid, with respect to prepayments made on or after the Closing Date but prior to the date that is 18 months following the Closing Date (the “First Prepayment Premium Period”), (2) the amount of would not result in such prepayment multiplied by (x) 103 percent, with respect to prepayments made on or after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (the “Second Prepayment Premium Period”), and (y) 101 percent, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium for any mandatory prepayments made pursuant to Section 2.13(a)(x) excess shall be calculated pursuant to (A) the foregoing clause (2) for any such prepayment made during the First Prepayment Premium Period or the Second Prepayment Premium Period and (B) the foregoing clause (3) for any such prepayment made thereafter. (ii) Notwithstanding the foregoing Section 2.12(c)(i), if during the First Prepayment Premium Period any Term Loans are prepaid with the proceeds from the MARAD Financing, the Applicable Prepayment Premium shall be equal to the sum of (x) the Make-Whole Carve-Out multiplied by 103 percent plus (y) the Make-Whole Premium on the principal amount of the Term Loans so prepaid in excess of the Make-Whole Carve-Out. (iii) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due subject to such Lender’s failure to approve a consent, waiver, or amendment extending the termination date of any of such Xxxxxx’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (c)(iii) had such Term Loans been the subject of a voluntary prepayment at such time (iv) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated and/or the Delayed Draw Term Loan Commitments terminated prior to the date that is 43 months following the Closing Date for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, sale, disposition, or encumbrance (including that by operation of law or otherwisepremium), the Applicable Prepayment Premium, determined as of the date of acceleration, will also be due and payable as though said Obligations were voluntarily prepaid and said Commitments terminated as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means. BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (v) On or after the date that is 43 months following the Closing Date, no premiums shall be payable pursuant to this Section 2.12(c) in connection with any prepayments of the Term Loans other than Term SOFR funding breakage costs as required under the terms of this Agreement.

Call Protection. (i) If all or any part of the principal balance of any Loans is paid prior Each Voluntary Prepayment, each mandatory prepayment that becomes due pursuant to the date that is 43 months following the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of ControlSection 2.9(a), (IIb), (c) an acceleration of the Obligations or (d) and each payment that becomes due as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale acceleration of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made Term Loan Maturity Date pursuant to the provisions of Section 2.11 hereof 8.1 or any mandatory prepayments made pursuant to any of Sections 2.13(a)(y) and Section 2.13(h), Borrower shall pay to Administrative Agentotherwise (including, for the benefit avoidance of all Lenders entitled to doubt and without limitation, as a portion result of such prepayment Section 8.1(f) or (g) or as a premium as liquidated damages and compensation for the costs result of being prepared to make funds available hereunder with respect to the Loans applicable law) (the each, an “Applicable Prepayment PremiumEarly Prepayment”) equal to (1) the Make-Whole Premium on the principal amount of the Term Loans so prepaid, with respect to prepayments made on or after the Closing Date but prior to the date that is 18 months following the Closing Date (the “First Prepayment Premium Period”), (2) the amount of such prepayment multiplied by (x) 103 percent, with respect to prepayments made on or after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (the “Second Prepayment Premium Period”), and (y) 101 percent, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium for any mandatory prepayments made pursuant to Section 2.13(a)(x) shall be calculated pursuant to (A) accompanied by the foregoing clause (2) for any such prepayment made during the First Prepayment Premium Period or in respect of such Early Prepayment and, if applicable, the Second Prepayment Premium Period and (B) the foregoing clause (3) for any such prepayment made thereafterCommitment Termination Fee. (ii) Notwithstanding Borrowers hereby agree to pay the foregoing Section 2.12(c)(i), if during the First Prepayment Premium Period and any Commitment Termination Fee to Administrative Agent for the ratable benefit of the Lenders, as and when required in this Agreement, with respect to each Early Prepayment of Term Loans are prepaid with made under Section 2.8, Section 2.9 and/or the proceeds from termination of the MARAD FinancingSubsequent Draw Commitment pursuant to Section 2.9(h) and Section 2.13, the Applicable Prepayment Premium shall be equal to the sum of (x) the Make-Whole Carve-Out multiplied by 103 percent plus (y) the Make-Whole Premium on the principal amount respectively, or any other acceleration of the Term Loans so prepaid in excess or any other Obligations or the termination of the Make-Whole Carve-OutSubsequent Draw Commitment in each case pursuant to Section 8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), in each case, with respect to the amount of the Early Prepayment of Term Loans repaid, prepaid, terminated, reduced, paid, redeemed, satisfied, distributed, discharged or accelerated (whether or not paid), concurrently with such repayment, prepayment, redemption, satisfaction, discharge or acceleration (whether or not paid) or the termination of the Subsequent Draw Commitment, as applicable. (iii) Notwithstanding anything Any Prepayment Premium payable pursuant to the contrary contained in this Agreement, to the extent that Section 2.8(b) and any Non-Consenting Lender is replaced Commitment Termination Fee payable pursuant to Section 2.22 due 2.13 shall be presumed to such be the liquidated damages sustained by each Lender as the result of the early repayment, prepayment, distribution, termination, reduction, payment, redemption, satisfaction, discharge or acceleration (whether or not paid) of its Term Loan and/or termination of the Subsequent Draw Commitment, as applicable, and Borrowers agree that it is reasonable under the circumstances in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s failure to approve lost profits as a consentresult thereof. Any prepayment, waiverrepayment, payment, satisfaction (whether in whole or amendment extending the termination date of any of such Xxxxxx’s Loans in part), distribution, termination, reduction or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect discharge of the Term Loans (including, without limitation, by foreclosure (whether by power of sale or judicial proceeding) or by any other means) and/or termination of the Subsequent Draw Commitment, irrespective of whether such Non-Consenting Lender under this clause (c)(iii) had such prepayment, repayment, payment, satisfaction, distribution, discharge, termination or reduction and/or termination of the Subsequent Draw Commitment occurs following any earlier maturity of the Term Loans, including, without limitation, pursuant to any voluntary or involuntary acceleration of the Term Loans been or the subject of a voluntary prepayment at such time (iv) Without limiting the generality termination of the foregoingSubsequent Draw Commitment in each case pursuant to Section 8.1 or otherwise (including, it is understood for the avoidance of doubt and agreed that if the Obligations are accelerated and/or the Delayed Draw Term Loan Commitments terminated prior to the date that is 43 months following the Closing Date for any reasonwithout limitation, including because as a result of defaultSection 8.1(f) or (g) or as a result of applicable law), or the commencement of any Insolvency Proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, or pursuant to a plan of reorganization, and including, without limitation, any prepayment, repayment, payment, termination, reduction, satisfaction, distribution or discharge of the Term Loans or the termination of the Subsequent Draw Commitment (a) pursuant to this Section 2.8 or Section 2.9, (b) after acceleration or termination thereof, including, without limitation, pursuant to Section 8.1 (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law) or such amount otherwise becoming or being declared immediately due and payable or such commitment termination pursuant to the terms hereof and (c) whether before or after any acceleration of the Term Loans or termination of the Subsequent Draw Commitment pursuant to Section 8.1 (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law) shall, in each case be accompanied by, and there shall become due and payable automatically on the date of any of the foregoing, the Prepayment Premium and any Commitment Termination Fee, payable in Cash on the principal amount so prepaid or on the principal amount that has become or is declared to be immediately due and payable or the amount of the Subsequent Draw Commitment so terminated in each case pursuant to Section 8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), or in respect of which such claim in any bankruptcy, insolvency, reorganization, liquidation, judicial management or similar proceeding has arisen, or otherwise constituting the principal amount of the Term Loans prepaid, repaid, paid, satisfied, distributed, discharged, terminated, reduced or accelerated, or the Subsequent Draw Commitment so terminated, as applicable. (iv) Each Borrower acknowledges that Lender would not have extended the Term Loans without the inducement of the payment of the Prepayment Premium and the Commitment Termination Fee. BORROWERS EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM or THE COMMITMENT TERMINATION FEE. Each Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium and the Commitment Termination Fee is the product of a transaction on Arm’s Length Terms between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium and the Commitment Termination Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Lenders and Borrowers giving specific consideration in the transactions contemplated by the Loan Documents for such agreement to pay the Prepayment Premium and the Commitment Termination Fee; and (D) the Borrowers shall be estopped hereafter from claiming differently than as agreed to herein, including in this Section 2.8(b). (v) If the Obligations are accelerated or the Subsequent Draw Commitment is terminated for any reason, including, without limitation, because of default, sale, disposition, transfer or encumbrance (including that by operation of law or otherwiseotherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), the Applicable Prepayment Premium, determined as of Premium and the date of acceleration, Commitment Termination Fee will also be automatically and concurrently with such acceleration or termination become due and payable as though said Obligations were indebtedness was voluntarily prepaid and said the Subsequent Draw Commitments terminated as of such date voluntarily cancelled and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s 's lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium Commitment Termination Fee, as applicable, shall also be payable in the event the Obligations (and/or this Agreement or the Notes (if any) evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, foreclosure or by any other meansmeans and the Subsequent Draw Commitments terminated. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM AND THE COMMITMENT TERMINATION FEE ON THE TERM LOANS AND THE SUBSEQUENT DRAW COMMITMENT IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the LoansACCELERATION OR TERMINATION. (v) On or after the date that is 43 months following the Closing Date, no premiums shall be payable pursuant to this Section 2.12(c) in connection with any prepayments of the Term Loans other than Term SOFR funding breakage costs as required under the terms of this Agreement.

Call Protection. (i) If If, on or prior to July 19, 2008, (the “Make-Whole Expiry Date”), either (x) Borrower prepays all or any part of the principal balance of any Loans Tranche A Term Loan and/or (y) any Commitment is paid prior to the date that is 43 months following the Closing Date reduced or terminated, in each case for any reason (including, but not limited towithout limitation, whether voluntary or mandatory(i) pursuant to any mandatory prepayment pursuant to Section 2.13 (other than any mandatory prepayments required by Sections 2.13(a) (solely with respect to the Asset Sales of branches in the ordinary course of business and the real property (including the buildings and fixtures) located Laredo, Texas), 2.13(e) and whether before or after 2.13(i)), (ii) in connection with a foreclosure and sale of the Collateral, (iii) in connection with the acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of after the occurrence and during the continuation of an Event of Default, (IIIiv) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) connection with the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VIv) the termination voluntarily, whether as a result of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions an acceleration following an Event of Section 2.11 hereof Default or any mandatory prepayments made pursuant to any of Sections 2.13(a)(y) and Section 2.13(hotherwise), then Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment or reduction, as set forth in a premium as liquidated damages side agreement among Administrative Agent and compensation for the costs of being prepared to make funds available hereunder with respect Lenders, an amount equal to the Loans sum of the present value at such time of (the “Applicable Prepayment Premium”a) equal to (1) the Make-Whole Premium all interest payments or accrued interest that would have accrued on the principal amount of the Term Loans so and/or Commitments repaid, prepaid, with respect to prepayments made on reduced or after the Closing Date but prior to the date that is 18 months following the Closing Date (the “First Prepayment Premium Period”)terminated or deemed repaid, (2) the amount of such prepayment multiplied by (x) 103 percentprepaid, with respect to prepayments made on reduced or after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (the “Second Prepayment Premium Period”), and (y) 101 percent, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium for any mandatory prepayments made pursuant to Section 2.13(a)(x) shall be calculated pursuant to (A) the foregoing clause (2) for any such prepayment made during the First Prepayment Premium Period or the Second Prepayment Premium Period and (B) the foregoing clause (3) for any such prepayment made thereafter. (ii) Notwithstanding the foregoing Section 2.12(c)(i), if during the First Prepayment Premium Period any Term Loans are prepaid with the proceeds terminated from the MARAD Financing, the Applicable Prepayment Premium shall be equal Date through to the sum of (x) the Make-Whole Carve-Out multiplied by 103 percent Expiry Date plus (yb) the Prepayment Premium that would be applicable if such prepayment, reduction or termination were to occur on the day after the Make-Whole Premium on Expiry Date plus (c) in the case of a repayment or prepayment, the principal amount of Loans so repaid or prepaid, or deemed repaid or prepaid, in each of clauses (a), (b) and (c) above, computed using a discount rate equal to the Treasury Rate plus 50 basis points, minus (d) the principal amount of the Term Loans so repaid or prepaid (such difference, the “Make-Whole Amount”). For purposes of this calculation: (i) such interest payment or accrued interest shall be projected by using the interest rate then in excess effect (including, to the extent applicable, the provisions of Section 2.9 of the Credit Agreement) from the date of prepayment or repayment through the Make-Whole Carve-Out. Expiry Date, and (iiiii) in the case of a reduction or termination of Revolving Commitments, such interest payments or accrued interest shall be projected assuming that the outstanding principal amount of Revolving Loans is equal to the principal amount of the Revolving Commitment so permanently reduced or terminated and the interest rate that would have been applicable if such Revolving Loans were made on the Prepayment Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendment extending the termination date of any of such Xxxxxx’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (c)(iii) had such Term Loans been the subject of a voluntary prepayment at such time (iv) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated and/or the Delayed Draw Term Loan Commitments terminated prior to the date that is 43 months following the Closing Date for any reason, including because of defaultcontrary, the commencement provisions of any Insolvency Proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, sale, disposition, or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium, determined as of the date of acceleration, will also be due and payable as though said Obligations were voluntarily prepaid and said Commitments terminated as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means. BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (v) On or after the date that is 43 months following the Closing Date, no premiums shall be payable pursuant to this Section 2.12(c) shall apply to all prepayments and Commitment reductions and terminations (other than any mandatory prepayments required by Sections 2.13(a) (solely with respect to the Asset Sales of branches in connection with any prepayments the ordinary course of business and the real property (including the buildings and fixtures) located in Laredo, Texas), 2.13(e) and 2.13(i)) made at anytime, including, without limitation, prior to the first anniversary of the Term Loans other than Term SOFR funding breakage costs as required under the terms of this AgreementClosing Date.

Call Protection. (i) If all Each Voluntary Prepayment, each mandatory prepayment that becomes due pursuant to Section 2.13(a), (b), (c), (d), or any part of the principal balance of any Loans is paid prior to the date that is 43 months following the Closing Date for any reason (including, but not limited to, whether voluntary or mandatorye), and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations each payment that becomes due as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale acceleration of the Collateral in any Insolvency Proceeding, (VTerm Loan Maturity Date pursuant to Section 8.1(A) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason, and (B) excluding any (each an “Early Prepayment”) shall be accompanied by a prepayment that is required to be made pursuant to the provisions of Section 2.11 hereof or any mandatory prepayments made pursuant to any of Sections 2.13(a)(y) and Section 2.13(h), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) in respect of such Early Prepayment computed as follows: (i) a premium equal to seven percent (17.0%) the Make-Whole Premium on the principal amount of the Term Loans each Early Prepayment so prepaid, with respect to prepayments made or coming due on or after the Closing Date but prior to the date that is 18 months following the Closing Date (the “First Prepayment Premium Period”)September 16, 2020, (2ii) the amount after September 16, 2020, a premium equal to five percent (5.0%) of such prepayment multiplied by (x) 103 percent, with respect to prepayments each Early Prepayment so made or coming due on or after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (the “Second Prepayment Premium Period”)September 16, 2021, and (yiii) 101 percentthereafter, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium for any mandatory prepayments made pursuant to Section 2.13(a)(x) no premium shall be calculated pursuant to (A) the foregoing clause (2) for any such prepayment made during the First Prepayment Premium Period or the Second Prepayment Premium Period and (B) the foregoing clause (3) for any such prepayment made thereafterdue. (ii) Notwithstanding Borrowers hereby agree to pay the foregoing applicable Prepayment Premium to Administrative Agent for the ratable benefit of the Lenders, as and when required in this Agreement, with respect to each Early Prepayment of Loans made under Section 2.12(c)(i2.12, Section 2.13,or any other acceleration of the Loans or any other Obligations pursuant to Section 8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of clauses (f) or (g) of Section 8.1 or as a result of Applicable Law), if during the First Prepayment Premium Period any Term Loans are prepaid in each case, with the proceeds from the MARAD Financing, the Applicable Prepayment Premium shall be equal respect to the sum of (x) the Make-Whole Carve-Out multiplied by 103 percent plus (y) the Make-Whole Premium on the principal amount of the Term Early Prepayment of Loans so prepaid in excess of the Make-Whole Carve-Outrepaid, prepaid, terminated, reduced, paid, redeemed, satisfied, distributed, discharged or accelerated (whether or not paid), concurrently with such repayment, prepayment, redemption, satisfaction, discharge or acceleration (whether or not paid). (iii) Notwithstanding anything Any Prepayment Premium payable pursuant to this Section 2.12, Section 2.13 or Section 8 (including, for the contrary contained avoidance of doubt and without limitation, as a result of clauses (f) or (g) of Section 8.1 or as a result of Applicable Law) shall be presumed to be the liquidated damages sustained by each Lender as the result of the early repayment, prepayment, distribution, termination, reduction, payment, redemption, satisfaction, discharge or acceleration (whether or not paid) of its Loan and Borrowers agree that it is reasonable under the circumstances in this Agreementview of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any prepayment, repayment, payment, satisfaction (whether in whole or in part), distribution, termination, reduction or discharge of the Loans (including, without limitation, by foreclosure (whether by power of sale or judicial proceeding) or by any other means), irrespective of whether such prepayment, repayment, payment, satisfaction, distribution, discharge, termination or reduction occurs following any earlier maturity of the Loans, including, without limitation, pursuant to any voluntary or involuntary acceleration of the extent that any Non-Consenting Lender is replaced Loans pursuant to Section 2.22 due to such Lender’s failure to approve 8 or otherwise (including, for the avoidance of doubt and without limitation, as a consent, waiverresult of clauses (f) or (g) of Section 8.1 or as a result of Applicable Law), or amendment extending the termination date of any of such Xxxxxx’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (c)(iii) had such Term Loans been the subject of a voluntary prepayment at such time (iv) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated and/or the Delayed Draw Term Loan Commitments terminated prior to the date that is 43 months following the Closing Date for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, or pursuant to a plan of reorganization, and including, without limitation, any prepayment, repayment, payment, termination, reduction, satisfaction, distribution or discharge of the Loans (a) pursuant to this Section 2.12 or Section 2.13, (b) after acceleration thereof, including, without limitation, pursuant to Section 8 (including, for the avoidance of doubt and without limitation, as a result of clauses (f) or (g) of Section 8.1 or as a result of Applicable Law) or such amount otherwise becoming or being declared immediately due and payable pursuant to the terms hereof and (c) whether before or after any acceleration of the Loans pursuant to Section 8 (including, for the avoidance of doubt and without limitation, as a result of clauses (f) or (g) of Section 8.1 or as a result of Applicable Law), shall, in each case be accompanied by, and there shall become due and payable automatically on the date of any of the foregoing, the Prepayment Premium and any unamortized discount, payable in Cash on the principal amount so prepaid or on the principal amount that has become or is declared to be immediately due and payable pursuant to Section 8 or otherwise (including, for the avoidance of doubt and without limitation, as a result of clauses (f) or (g) of Section 8.1 or as a result of Applicable Law), or in respect of which such claim in any bankruptcy, insolvency, reorganization, liquidation, judicial management or similar proceeding has arisen, or otherwise constituting the principal amount of the Loans prepaid, repaid, paid, satisfied, distributed, discharged, terminated, reduced or accelerated, as applicable. (iv) Each Borrower acknowledges that Lender would not have extended the Loan without the inducement of the payment of the Prepayment Premium. BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM OR ANY UNAMORTIZED DISCOUNT. Each Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (i) the Prepayment Premium and any unamortized discount is the product of a transaction on Arm’s Length Terms between sophisticated business people, ably represented by counsel; (ii) the Prepayment Premium and any unamortized discount shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between Lenders and Borrowers giving specific consideration in the transactions contemplated by the Loan Documents for such agreement to pay the Prepayment Premium and any unamortized discount; and (iv) Borrower shall be estopped hereafter from claiming differently than as agreed to herein, including in this Section 2.12(c). The Borrower expressly acknowledges that its agreement to pay the Prepayment Premium and any unamortized discount on the Loans to Lenders as herein described is a material inducement to Lenders to make the Loans. (v) If the Obligations are accelerated for any reason, including, without limitation, because of default, sale, disposition, transfer or encumbrance (including that by operation of law or otherwiseotherwise (including, for the avoidance of doubt and without limitation, as a result of clauses (f) or (g) of Section 8.1 or as a result of Applicable Law)), the Applicable Prepayment Premium, determined as of Premium and any unamortized discount on the date of acceleration, Loans will also be automatically and concurrently with such acceleration become due and payable as though said Obligations were indebtedness was voluntarily prepaid and said Commitments terminated as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with and any unamortized discount on the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium Loans shall also be payable in the event the Obligations (and/or this Agreement or the Notes (if any) evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, foreclosure or by any other means. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM AND ANY UNAMORTIZED DISCOUNT ON THE LOANS IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (v) On or after the date that is 43 months following the Closing Date, no premiums shall be payable pursuant to this Section 2.12(c) in connection with any prepayments of the Term Loans other than Term SOFR funding breakage costs as required under the terms of this Agreement.”

Call Protection. (i) If all or any part of In the principal balance of any Loans is paid event that prior to the date that is 43 six months following after the Closing Date for Date, all or any reason (including, but not limited to, whether voluntary or mandatory, and whether before or after acceleration portion of the Obligations or the commencement of any Insolvency Proceeding, but in any event Tranche B Term Loans are (A) prepaid or refinanced substantially concurrently with the incurrence of, or conversion of the Tranche B Term Loans into, new syndicated secured Indebtedness having a Weighted Average Yield less than the Weighted Average Yield of the Tranche B Term Loans so prepaid or refinanced (including any prepayment made pursuant to Section 2.10(b)(v)), (B) repriced (including pursuant to any amendment, amendment and restatement or any other modification of any Loan Document) the result of which would be the lowering of the Weighted Average Yield of the Tranche B Term Loans subject to such repricing or (C) assigned by any Term Lender pursuant to Section 2.18 as a result of, or in connection with, such Lender’s not agreeing or otherwise consenting to any amendment, waiver, or consent having the effect referred to in clause (B) above, and, in each case the primary purpose thereof is to reduce the effective cost or Weighted Average Yield of the Tranche B Term Loans (each, a “Repricing Transaction”) (excluding any prepayment or refinancing of the Tranche B Term Loans in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale ofinitial public offering, or collection ofa Transformative Event, each of which shall not be a Repricing Transaction), then in each case the Collateral, (IV) sale of Term Lenders holding the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Section 2.11 hereof or any mandatory prepayments made pursuant Tranche B Term Loans subject to any of Sections 2.13(a)(y) and Section 2.13(h), Borrower such Repricing Transaction shall pay to Administrative Agent, for the benefit of all Lenders be entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) the Make-Whole Premium on 1.00% of the principal amount of the such Tranche B Term Loans so prepaid, with respect to prepayments made on or after the Closing Date but prior to the date that is 18 months following the Closing Date (the “First Prepayment Premium Period”), (2) the amount of such prepayment multiplied by (x) 103 percent, with respect to prepayments made on or after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (the “Second Prepayment Premium Period”), and (y) 101 percent, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium for any mandatory prepayments made pursuant to Section 2.13(a)(x) shall be calculated pursuant to (A) the foregoing clause (2) for any such prepayment made during the First Prepayment Premium Period or the Second Prepayment Premium Period and (B) the foregoing clause (3) for any such prepayment made thereafter. (ii) Notwithstanding the foregoing Section 2.12(c)(i), if during the First Prepayment Premium Period any Term Loans are prepaid with the proceeds from the MARAD Financing, the Applicable Prepayment Premium shall be equal to the sum of (x) the Make-Whole Carve-Out multiplied by 103 percent plus (y) the Make-Whole Premium on the principal amount of the Term Loans so prepaid in excess of the Make-Whole Carve-Out. (iii) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendment extending the termination date of any of such Xxxxxx’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (c)(iii) had such Term Loans been the subject of a voluntary prepayment at such time (iv) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated and/or the Delayed Draw Term Loan Commitments terminated prior to the date that is 43 months following the Closing Date for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, sale, disposition, or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium, determined as of the date of acceleration, will also be due and payable as though said Obligations were voluntarily prepaid and said Commitments terminated as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means. BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the LoansRepricing Transaction. (v) On or after the date that is 43 months following the Closing Date, no premiums shall be payable pursuant to this Section 2.12(c) in connection with any prepayments of the Term Loans other than Term SOFR funding breakage costs as required under the terms of this Agreement.

Call Protection. (i) If If, on or prior to April 30, 2009 (the “Make-Whole Expiry Date”), either (x) all or any part of the principal balance of any Loans Term Loan is paid prior to the date that repaid or prepaid and/or (y) any Commitment is 43 months following the Closing Date reduced or terminated, in each case, for any reason (includingincluding without limitation pursuant to (A) any mandatory prepayment provision (other than a mandatory prepayment pursuant to Section 2.13(e)), but not limited to(B) any voluntary prepayment, whether voluntary or mandatory(C) in connection with a foreclosure and sale of the Collateral, and whether before or after (D) in connection with a sale of the Collateral in an Insolvency Proceeding, (E) in connection with the acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of after the occurrence and during the continuation of an Event of Default, (IIIF) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) connection with the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, Proceeding or (VIG) the termination of this Agreement for under any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Section 2.11 hereof or any mandatory prepayments made pursuant to any of Sections 2.13(a)(y) and Section 2.13(hother circumstance), Borrower then Company shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect repayment, prepayment, reduction or termination, an amount equal to the Loans sum of the present value at such time of (the “Applicable Prepayment Premium”i) equal to all interest payments or accrued interest (1including default interest, if applicable) the Make-Whole Premium that would have accrued on the principal amount of the Term Loans so and/or Commitments repaid, prepaid, with respect to prepayments made on reduced or after the Closing Date but prior to terminated or deemed repaid, prepaid, reduced or terminated from the date that is 18 months following the Closing Date of such repayment, prepayment, reduction or termination (such date, the “First Prepayment Premium PeriodDate”), (2) the amount of such prepayment multiplied by (x) 103 percent, with respect through to prepayments made on or after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (the “Second Prepayment Premium Period”), and (y) 101 percent, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium for any mandatory prepayments made pursuant to Section 2.13(a)(x) shall be calculated pursuant to (A) the foregoing clause (2) for any such prepayment made during the First Prepayment Premium Period or the Second Prepayment Premium Period and (B) the foregoing clause (3) for any such prepayment made thereafter. (ii) Notwithstanding the foregoing Section 2.12(c)(i), if during the First Prepayment Premium Period any Term Loans are prepaid with the proceeds from the MARAD Financing, the Applicable Prepayment Premium shall be equal to the sum of (x) the Make-Whole Carve-Out multiplied by 103 percent Expiry Date plus (yii) the Prepayment Premium applicable immediately after the Make-Whole Premium on Expiry Date plus (iii) in the case of a repayment or prepayment, the principal amount of Loans so repaid or prepaid, or deemed repaid or prepaid, in each case, computed using a discount rate equal to the Treasury Rate plus 50 basis points, minus (iv) in the case of a repayment or prepayment, the principal amount of the Term Loans Loan so repaid or prepaid (such difference, the “Make-Whole Amount”). For purposes of this calculation: (A) such interest payment or accrued interest shall be projected by using the interest rate then in excess of effect for the period from the Prepayment Date through the Make-Whole Carve-Out. Expiry Date (iiiincluding, to the extent applicable, the provisions of Section 2.9 of the Credit Agreement); and (B) in the case of a reduction or termination of Revolving Commitments for which no corresponding Revolving Loans are outstanding on the Prepayment Date, such interest payment or accrued interest shall be projected assuming that the outstanding principal amount of Revolving Loans is equal to the principal amount of the Revolving Commitments so permanently reduced or terminated and the interest rate that would have been applicable if such Revolving Loans were made on the Prepayment Date. Notwithstanding anything to the contrary contained in this Agreementany Credit Document, on and after the Fifth Amendment Effective Date, any Make-Whole Amount that is incurred shall not be required to be paid in cash on the date on which such Make-Whole Amount is incurred, but shall be paid-in-kind on such date by capitalizing such Make-Whole Amount and adding it to the extent that any Nonoutstanding principal amount of the Tranche B Term Loan, whereupon such Make-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendment extending the termination date of any of such Xxxxxx’s Loans or the scheduled maturity date(sWhole Amount shall (i) of any payment of principal with respect to all or constitute a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect outstanding Tranche B Term Loan for purposes of the Term Loans Credit Agreement and all other Credit Documents, (ii) be secured by the Collateral, (iii) constitute a portion of such Non-Consenting Lender under this clause (c)(iii) had such Term Loans been the subject of a voluntary prepayment at such time Obligations owing by the Credit Parties to Agents and Lenders, and (iv) Without limiting be payable on the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated and/or the Delayed Draw Term Loan Commitments terminated prior to the date that is 43 months following the Closing Date for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, sale, disposition, or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium, determined as of the date of acceleration, will also be due and payable as though said Obligations were voluntarily prepaid and said Commitments terminated as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means. BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (v) On or after the date that is 43 months following the Closing Maturity Date, no premiums shall be payable pursuant to this Section 2.12(c) in connection with any prepayments of the Term Loans other than Term SOFR funding breakage costs as required under the terms of this Agreement.; and