Common use of Call Protection Clause in Contracts

Call Protection. (i) 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 Term Loan is repaid or prepaid and/or (y) any Commitment is reduced or terminated, in each case, for any reason (including without limitation pursuant to (A) any mandatory prepayment provision (other than a mandatory prepayment pursuant to Section 2.13(e)), (B) any voluntary prepayment, (C) in connection with a foreclosure and sale of the Collateral, (D) in connection with a sale of the Collateral in an Insolvency Proceeding, (E) in connection with the acceleration of the Obligations after the occurrence and during the continuation of an Event of Default, (F) in 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 (G) under any other circumstance), then Company shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such repayment, prepayment, reduction or termination, an amount equal to the sum of the present value at such time of (i) all interest payments or accrued interest (including default interest, if applicable) that would have accrued on the principal amount of the Loans and/or Commitments repaid, prepaid, reduced or terminated or deemed repaid, prepaid, reduced or terminated from the date of such repayment, prepayment, reduction or termination (such date, the “Prepayment Date”) through to the Make-Whole Expiry Date plus (ii) the Prepayment Premium applicable immediately after the Make-Whole 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 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 effect for the period from the Prepayment Date through the Make-Whole Expiry Date (including, 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 any 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 outstanding principal amount of the Tranche B Term Loan, whereupon such Make-Whole Amount shall (i) constitute a portion of the outstanding Tranche B Term Loan for purposes of the Credit Agreement and all other Credit Documents, (ii) be secured by the Collateral, (iii) constitute a portion of the Obligations owing by the Credit Parties to Agents and Lenders, and (iv) be payable on the Term Loan Maturity Date; and

Call Protection. (i) If, on or prior to April 30July 19, 2009 2008, (the “Make-Whole Expiry Date”), either (x) Borrower prepays all or any part of the principal balance of any Tranche A Term Loan is repaid or prepaid and/or (y) any Commitment is reduced or terminated, in each case, case for any reason (including including, without limitation limitation, (i) pursuant to (A) any mandatory prepayment provision (other than a 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 2.13(i)), (B) any voluntary prepayment, (Cii) in connection with a foreclosure and sale of the Collateral, (D) in connection with a sale of the Collateral in an Insolvency Proceeding, (Eiii) in connection with the acceleration of the Obligations after the occurrence and during the continuation of an Event of Default, (Fiv) in 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 (Gv) under any other circumstancevoluntarily, whether as a result of an acceleration following an Event of Default or otherwise), then Company Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such repaymentprepayment or reduction, prepayment, reduction or terminationas set forth in a side agreement among Administrative Agent and Lenders, an amount equal to the sum of the present value at such time of (ia) all interest payments or accrued interest (including default interest, if applicable) that would have accrued on the principal amount of the Loans and/or Commitments repaid, prepaid, reduced or terminated or deemed repaid, prepaid, reduced or terminated from the date of such repayment, prepayment, reduction or termination (such date, the “Prepayment Date”) Date through to the Make-Whole Expiry Date plus (iib) the Prepayment Premium that would be applicable immediately if such prepayment, reduction or termination were to occur on the day after the Make-Whole Expiry Date plus (iiic) in the case of a repayment or prepayment, the principal amount of Loans so repaid or prepaid, or deemed repaid or prepaid, in each caseof clauses (a), (b) and (c) above, computed using a discount rate equal to the Treasury Rate plus 50 basis points, minus (ivd) in the case of a repayment or prepayment, the principal amount of the Loan Loans so repaid or prepaid (such difference, the “Make-Whole Amount”). For purposes of this calculation: (Ai) such interest payment or accrued interest shall be projected by using the interest rate then in effect for the period from the Prepayment Date through the Make-Whole Expiry Date (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 Expiry Date, and (Bii) in the case of a reduction or termination of Revolving Commitments for which no corresponding Revolving Loans are outstanding on the Prepayment DateCommitments, such interest payment 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 Commitments 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 contrary, the provisions of this Section 2.12(c) shall apply to all prepayments and Commitment reductions and terminations (other than any Credit Document, on and after the Fifth Amendment Effective Date, any Make-Whole Amount that is incurred shall not be mandatory prepayments 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 Sections 2.13(a) (solely with respect to the outstanding principal amount Asset Sales of branches in 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 Tranche B Term Loan, whereupon such Make-Whole Amount shall (i) constitute a portion of the outstanding Tranche B Term Loan for purposes of the Credit Agreement and all other Credit Documents, (ii) be secured by the Collateral, (iii) constitute a portion of the Obligations owing by the Credit Parties to Agents and Lenders, and (iv) be payable on the Term Loan Maturity Closing Date; and.

Call Protection. (i) If, on or prior to April 30, 2009 (the “Make-Whole Expiry Date”), either (x) If all or any part of the principal balance of any Term Loan is repaid paid or prepaid and/or (y) any Commitment is reduced required to be paid on or terminated, in each case, prior to the fifth anniversary of the Closing Date for any reason (including including, but not limited to, whether voluntary (including, without limitation pursuant to (A) limitation, any mandatory prepayment provision (other than a mandatory prepayment pursuant to Section 2.13(e2.12(a))) or mandatory, (B) any voluntary prepayment, (C) in connection with a foreclosure and sale of the Collateral, (D) in connection with a sale of the Collateral in an Insolvency Proceeding, (E) in connection with the whether before or after acceleration of the Obligations after or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment or required prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence and during the continuation of an Event of Default, (FIII) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in connection with 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 Proceeding, or (GVI) under 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, any mandatory prepayments made pursuant to any of Sections ‎2.13(a) (other circumstancethan Asset Sales constituting a sale of all or substantially all of the assets of the Front Line Loan Parties or their business lines), then Company ‎(b),‎(e), ‎(f) or ‎(g)), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such repayment, prepayment, reduction or termination, an amount 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 sum of the present value at such time of (i) all interest payments or accrued interest (including default interest, if applicable) that would have accrued Make-Whole Premium on the principal amount of the Term Loans and/or Commitments so prepaid or required to be repaid, prepaid, reduced with respect to prepayments made or terminated required to be made on or deemed repaid, prepaid, reduced after the Closing Date and on or terminated from prior to the date that is 30 months after the Closing Date and (2) the amount of such repaymentprepayment or required prepayment multiplied by (x) five percent (5.00%), prepayment, reduction with respect to prepayments made or termination (such date, required to be made after the “Prepayment Date”) through date that is 30 months after the Closing Date and on or prior to the Make-Whole Expiry Date plus third anniversary of the Closing Date, (iiy) the Prepayment Premium applicable immediately three percent (3.00%), with respect to prepayments made after the Make-Whole Expiry third anniversary of the Closing Date plus (iii) in the case of a repayment and on 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 prior to the Treasury Rate plus 50 basis points, minus (iv) in the case of a repayment or prepayment, the principal amount fourth anniversary of the Loan so repaid Closing Date, (z) one percent (1.00%), with respect to prepayments made after the fourth anniversary of the Closing Date but on 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 effect for the period from the Prepayment Date through the Make-Whole Expiry Date (including, prior to the extent applicable, the provisions of Section 2.9 fifth anniversary of the Credit Agreement); Closing Date and (By) 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 Datezero percent (0.00%) thereafter. Notwithstanding anything to the contrary contained in any Credit Documentthis Agreement, 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 outstanding 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 Lender’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, as the Tranche B Term Loancase maybe, whereupon shall be entitled to receive a premium in connection with such Make-Whole Amount shall (i) constitute a portion replacement or prepayment in the amount that would have been payable in respect of the outstanding Tranche B Term Loan for purposes Loans of such Non-Consenting Lender, as applicable, under this clause (b)(i) had such Term Loans been the Credit Agreement and all other Credit Documents, (ii) be secured by the Collateral, (iii) constitute subject of a portion of the Obligations owing by the Credit Parties to Agents and Lenders, and (iv) be payable on the Term Loan Maturity Date; andvoluntary prepayment at such time.

Call Protection. (i) If, on or prior to April 30, 2009 (the “Make-Whole Expiry Date”), either (x) If all or any part of the principal balance of any Term Loan Loans is repaid or prepaid and/or (y) any Commitment paid prior to the date that is reduced or terminated, in each case, 43 months following the Closing Date for any reason (including without limitation pursuant to (A) any mandatory prepayment provision (other than a mandatory prepayment pursuant to Section 2.13(e))including, (B) any but not limited to, whether voluntary prepaymentor mandatory, (C) in connection with a foreclosure and sale of the Collateral, (D) in connection with a sale of the Collateral in an Insolvency Proceeding, (E) in connection with the whether before or after acceleration of the Obligations after 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 and during the continuation of an Event of Default, (FIII) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in connection with 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 Proceeding, or (GVI) under the termination of this Agreement for any other circumstancereason, 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), then Company Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such repayment, prepayment, reduction or termination, an amount 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 sum of the present value at such time of (i) all interest payments or accrued interest (including default interest, if applicable) that would have accrued Make-Whole Premium on the principal amount of the Term Loans and/or Commitments repaid, so prepaid, reduced with respect to prepayments made on or terminated or deemed repaid, prepaid, reduced or terminated from 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 repaymentprepayment multiplied by (x) 103 percent, prepayment, reduction with respect to prepayments made on or termination after the date that is 18 months following the Closing Date but prior to the date that is 31 months following the Closing Date (such date, the “Second Prepayment DatePremium Period”), and (y) through 101 percent, with respect to prepayments made on or after the date that is 31 months following the Closing Date but prior to the Make-Whole Expiry Date plus (ii) date that is 43 months following the Closing Date; provided, that the Applicable Prepayment Premium applicable immediately after the Make-Whole Expiry Date plus (iiifor any mandatory prepayments made pursuant to Section 2.13(a)(x) 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 shall be calculated pursuant to the Treasury Rate plus 50 basis points, minus (iv) in the case of a repayment or prepayment, the principal amount of the Loan so repaid or prepaid (such difference, the “Make-Whole Amount”). For purposes of this calculation: (A) the foregoing clause (2) for any such interest payment prepayment made during the First Prepayment Premium Period or accrued interest shall be projected by using the interest rate then in effect for the period from the Second Prepayment Date through the Make-Whole Expiry Date (including, to the extent applicable, the provisions of Section 2.9 of the Credit Agreement); Premium Period and (B) in the case of a reduction or termination of Revolving Commitments foregoing clause (3) for which no corresponding Revolving Loans are outstanding on the Prepayment Date, any 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 prepayment made on the Prepayment Date. Notwithstanding anything to the contrary contained in any 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 outstanding principal amount of the Tranche B Term Loan, whereupon such Make-Whole Amount shall (i) constitute a portion of the outstanding Tranche B Term Loan for purposes of the Credit Agreement and all other Credit Documents, (ii) be secured by the Collateral, (iii) constitute a portion of the Obligations owing by the Credit Parties to Agents and Lenders, and (iv) be payable on the Term Loan Maturity Date; andthereafter.