Common use of Breakage Costs Clause in Contracts

Breakage Costs. In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s 's Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. In addition The Borrower shall pay, in accordance with the Priority of Payments, to all the Administrative Agent, for payment to any applicable Lender upon the request of any Lender or Facility Agent on each date on which a prepayment is made, such amount or amounts as shall, without duplication, compensate such Lender for any loss, cost or expense (the “Breakage Costs”) incurred by such Lender as a result of (i) any prepayment of an Advance bearing interest computed by reference to the LIBO Rate, other than pursuant to Section 2.02(c), on a date other than a Settlement Date, (ii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid by or (y) the Borrower has elected, on the direction of the NZ Manager, to prepay on such Settlement Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Borrowing Notice shall have been delivered (and not cancelled pursuant to Section 2.10 2.01(g)) to be made on the Borrowing Date specified in such Borrowing Notice for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.01 or Article III hereof, but excluding a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender events referred to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain in clauses (i) if and (iv) being called a “Breakage Event”). In the case of any Breakage Event, such Breakage Costs shall include an amount equal to the excess, as reasonably determined by such Lender, of (x) its cost of obtaining funds for any reason (other than solely by reason the Advance that is the subject of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation Breakage Event for the period from the date of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant such Breakage Event to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period; provided, however, Accrual Period in effect (or that with respect to any would have been in effect) for such prepayment or repayment Advance over (y) the amount of interest likely to be made realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. The determination by any Lender of the amount of Breakage Costs shall be set forth in a reasonably detailed certificate to the Borrower, the Master Servicer, the NZ Manager and the Administrative Agent delivered by the applicable Lender prior to the Revolving Credit Termination Date and except during date of such prepayment in the continuance case where notice of such prepayment is delivered to such Lender in accordance with Section 2.02 hereof or within two Business Days following such prepayment in the case where no such certificate is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Event of DefaultAdvance to be made, subject to within two Business Days following the provisions of Section 9.2 stated Settlement Date for such Advance (Remediesin which case, Breakage Costs shall include interest thereon from such stated Settlement Date), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. In addition to all any amounts required to due in connection with the redemption of the Bond as set forth above, in the event of any redemption or prepayment of the Bond for any reason, whether by redemption, prepayment, acceleration or otherwise, there shall be paid to the Bank an additional amount equal to the sum of all actual losses or expenses suffered or incurred by the Borrower pursuant Bank as a result of the redemption or prepayment, which is specifically limited to Section 2.10 (Interest)any loss, the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss breakage or other cost or expense incurred by reason of the liquidation termination of any interest rate protection agreement .. On each such redemption date, payment or reemployment provision for payment of deposits the redemption price having been made, this Bond or other funds acquired by such Revolving Credit Lender the portion thereof so called for redemption shall become due and payable on the redemption date, and interest shall cease to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans accrue thereon from and after the redemption date. In the event of a redemption of this Bond in whole, the redemption price shall be paid to the Borrower but excluding any loss Bank only upon surrender of this Bond at the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason principal office of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in such other place as the Borrower shall designate on such Interest Payment Date. In the event of a telephonic request by it for borrowing partial optional or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option)mandatory redemption, (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to payment shall be made prior to by wire transfer of immediately available funds without presentation and surrender of this Bond, provided that the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end Borrower’ record of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement payment shall be conclusive as to and binding upon the amount Bank and each succeeding owner of compensation due to such Revolving Credit Lenderthis Bond, absent manifest error. The Agreement permits the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the owner of this Bond upon the terms set forth therein. Any consent or waiver by the owner of this Bond shall be conclusive and binding upon such Bank and upon all future owners of this Bond and of any Bond issued upon the transfer of this Bond whether or not notation of such consent or waiver is made hereon. The Agreement also contains provisions permitting the owner of this Bond to waive certain past defaults under the Agreement and their consequences. This Bond is issued under and pursuant to, and in full compliance with the laws of the Commonwealth, including particularly the Act, which shall govern its construction, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and this Bond. No covenant or agreement contained in this Bond shall be deemed to be the covenant or agreement of any member, officer, attorney, agent or employee of the Authority in an individual capacity. No recourse shall be had for the payment of principal, premium, if any, or interest on this Bond or any claim based thereon or on any instruments and documents executed and delivered by the Authority in connection with the Project Facilities, against any officer, member, agent, attorney or employee of the Authority past, present or future, or any successor body or their representative heirs, personal representatives, successors, as such, either directly or through the Authority, or any such successor body, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all of such liability being hereby released as a condition of and as a consideration for the execution and delivery of this Bond. This Bond shall not constitute the personal obligation, either jointly or severally, of any director, officer, employee or agent of the Authority. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and issuance of this Bond do exist, have happened, exist and have been performed.

Breakage Costs. In addition To induce the SMBC Lender Group to all amounts required provide the LIBOR Rate on the terms provided herein, if (i) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than an Interest Payment Date (whether that repayment is made pursuant to be paid any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower pursuant shall default in payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to Section 2.10 satisfy conditions precedent to the making of any LIBOR Rate Advances); or (Interest)iv) the Borrower shall fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall compensate indemnify and hold harmless each Revolving Credit Lender, upon demand, for applicable member of the SMBC Lender Group from and against all losses, costs and expenses and liabilities resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including any loss of margin) or expense incurred arising from the reemployment of funds obtained by reason it or from fees payable to terminate deposits from which such funds were obtained (if any). For the purpose of calculating amounts payable to a member of the liquidation or reemployment SMBC Lender Group under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance through the purchase of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurodollar a deposit bearing interest at the LIBOR Rate Loans in an amount equal to the Borrower but excluding any loss amount of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar LIBOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest PeriodAdvance; provided, however, that with respect to each such Lender may fund each of its LIBOR Rate Advances in any such prepayment or repayment to manner it sees fit, and the foregoing assumption shall be made prior to utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Credit Termination Date Notes and except during the continuance all other amounts payable hereunder. The determination by any Lender of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid any such loss or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan expense shall be repaid on the Revolving Credit Termination Date, (iii) as set forth in a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver written notice to the Borrower concurrently with such demand a written statement as to such losses, expenses in reasonable detail and liabilities, and this statement shall be final, binding and conclusive as to on the amount of compensation due to such Revolving Credit Lender, Borrower (absent manifest error) for all purposes.

Breakage Costs. In addition To induce the Lenders to all amounts required provide the LIBOR Rate Advances on the terms provided herein, if (i) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than an Settlement Date (whether that repayment is made pursuant to be paid any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower pursuant shall default in payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to Section 2.10 satisfy conditions precedent to the making of any LIBOR Rate Advances); or (Interest)iv) the Borrower shall fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall compensate indemnify and hold harmless each Revolving Credit Lender, upon demand, for Lender from and against all losses, costs and expenses and liabilities resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including any loss of margin) or expense incurred by reason of arising from the liquidation or reemployment of funds obtained by it or from fees payable to terminate deposits or other from which such funds acquired by such Revolving Credit were obtained (if any). For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to fund or maintain such Revolving Credit Lender’s Eurodollar have actually funded its relevant LIBOR Rate Loans Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the Borrower but excluding any loss amount of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar LIBOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest PeriodAdvance; provided, however, that with respect to each Lender may fund each of its LIBOR Rate Advances in any such prepayment or repayment to manner it sees fit, and the foregoing assumption shall be made prior to utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Credit Termination Date Notes and except during the continuance all other amounts payable hereunder. The determination by any Lender of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid any such loss or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan expense shall be repaid on the Revolving Credit Termination Date, (iii) as set forth in a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver written notice to the Borrower concurrently with such demand a written statement as to such losses, expenses in reasonable detail and liabilities, and this statement shall be final, binding and conclusive as to on the amount of compensation due to such Revolving Credit Lender, Borrower (absent manifest error) for all purposes .

Breakage Costs. In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate The Borrowers hereby severally indemnify each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including Lender against any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) if such Lender receiving or being deemed to receive any amount on account of the principal of any SOFR Loan, Term XXXXX Loan or BBSY Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option)reason, (ii) if for the conversion of any reason SOFR Loan to an ABR Loan or U.S. Base Rate Loans, the conversion of any Eurodollar Term XXXXX Loan to a Canadian Prime Rate Loan is prepaid (including mandatorily pursuant or the conversion of the Interest Period with respect to Section 2.9 (Mandatory Prepayments)) any SOFR Loan, Term XXXXX Loan or BBSY Rate Loan, in each case other than on a date that is not the last day of the applicable Interest Period; providedPeriod in effect therefor, however(iii) any SOFR Loan, that Term XXXXX Loan or BBSY Rate Loan to be made by such Lender (including any SOFR Loan, Term XXXXX Loan or BBSY Rate Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such -81- Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any such prepayment Defaulting Lender, any assignment of a SOFR Loan, Term XXXXX Loan or repayment to be BBSY Rate Loan is made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment other than on the due date, provide cash-collateral to the Administrative Agent for the amount last day of the Eurodollar Rate Loan to be prepaid or repaid Interest Period for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (any of the events indicated referred to in this clause (da) above being called a “Breakage Event”) or (ivb) as a consequence any default in the making of any failure payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Borrower SOFR Loan, Term XXXXX Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand last day of the Interest Period in effect (or that would have been in effect) for such compensation Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall deliver be delivered to the Applicable Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, the Applicable Administrative Agent and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

Breakage Costs. In addition Borrower agrees to all amounts required indemnify Lender and to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including hold Lender harmless from any loss or expense incurred which Lender directly sustains or incurs as a consequence of (A) any default by reason Borrower in payment of the liquidation principal of or reemployment of deposits interest on a LIBOR Loan, including, without limitation, any such loss or other funds acquired expense arising from interest or fees payable by such Revolving Credit Lender to fund lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (B) any prepayment (whether voluntary or maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss mandatory) of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur LIBOR Loan on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date day that is not the last day of a Rate Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the applicable Interest LIBOR Loan hereunder, and (C) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Loan from a LIBOR Loan to a Prime Rate Loan with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate on a date other than the last day of a Rate Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (A), (B) and (C) are herein referred to collectively as the “Breakage Costs”); provided, however, that with respect Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. Notwithstanding the foregoing or anything herein to the contrary, provided Borrower makes any prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on the last day of a Rate Period, or if such date is not the last day of a Rate Period but such prepayment or repayment to be made prior to includes the Revolving Credit Termination Date and except during the continuance payment of an Event of DefaultShort Interest, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan then no Breakage Costs shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated due and payable in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently connection with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest errorprepayment.

Breakage Costs. In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losseshereby acknowledges and agrees that Lender will incur additional costs, expenses and and/or liabilities (including any loss which may include interest or expense incurred by reason of fees from the liquidation or reemployment of deposits or other funds acquired obtained by such Revolving Credit Lender to fund make the Loan or maintain to terminate the deposits from which such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iiifunds were obtained) as a consequence of (a) any default by Borrower in payment of the principal of or interest on a required LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a Eurodollar LIBOR Rate Loan to a Base Prime Rate Loan as on a result date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence of any of the events indicated described in clause the foregoing clauses (d) above or a), (iv) as a consequence of any failure by b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver other Loan Documents, an amount equal to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to difference between (i) the amount of compensation due to interest that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Revolving Credit LenderInterest Period, absent manifest errorless (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTY.

Breakage Costs. In addition To induce the Lenders to all amounts required provide the LIBOR Rate on the terms provided herein, if (i) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.3(c), repaid in whole or in part on any date other than a Settlement Date (whether that repayment is made pursuant to be paid any other provision of this Agreement or any other Transaction Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower pursuant shall default in payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to Section 2.10 satisfy conditions precedent to the making of any LIBOR Rate Advances); or (Interest)iv) the Borrower shall fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall compensate indemnify and hold harmless each Revolving Credit Lender, upon demand, for Lender from and against all losses, costs and expenses and liabilities resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including any loss of margin) or expense incurred by reason of arising from the liquidation or reemployment of funds obtained by it or from fees payable to terminate deposits or other from which such funds acquired by such Revolving Credit were obtained (if any). For the purpose of calculating amounts payable to a Lender under this subsection, this subsection shall apply only to fund or maintain such Revolving Credit Lender’s Eurodollar Lenders that have actually funded its relevant LIBOR Rate Loans Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the Borrower but excluding any loss amount of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar LIBOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest PeriodAdvance; provided, however, that with respect to each Lender may fund each of its LIBOR Rate Advances in any such prepayment or repayment to manner it sees fit, and the foregoing sentence shall be made prior to utilized only for the Revolving Credit Termination Date calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and except during the continuance payment of an Event the Notes and all other amounts payable hereunder. The determination by any Lender of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid any such loss or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan expense shall be repaid on the Revolving Credit Termination Date, (iii) as set forth in a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver written notice to the Borrower concurrently with such demand a written statement as to such losses, expenses in reasonable detail and liabilities, and this statement shall be final, binding and conclusive as to on the amount of compensation due to such Revolving Credit Lender, Borrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit LenderLender and Synthetic Investor, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender or Synthetic Investor to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans Loan to the Borrower or such Synthetic Investor’s Credit-Linked Deposit, but excluding any loss of the Applicable Margin or other profit on the relevant Loans) that such Revolving Credit Lender or Synthetic Investor may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into Borrowing or continuation of of, or conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) , by reason of an increase or reduction in Commitments on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or Section 2.14(d), (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereofhereof or (v) if, for any reason, the Fronting Lender is required to make any payment in respect of any Credit-Linked Deposit or to reimburse any Synthetic Investor for any similar loss, expense or liability in respect of any Credit-Linked Deposit. Without limiting the foregoing, if any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Fronting Lender as provided herein shall be subsequently reimbursed to the Fronting Lender by the Borrower or any other Loan Party other than on the last day of a calendar quarter, the Fronting Lender shall invest the amount so reimbursed in overnight or short-term cash equivalent investments until the end of such calendar quarter and the Borrower shall pay to the Fronting Lender, upon the Fronting Lender’s request therefor, the amount, if any, by which the interest accrued on a like amount of the Credit-Linked Deposits at the Eurodollar Rate for such calendar quarter shall exceed the interest earned through the investment of the amount so reimbursed for the period from the date of such reimbursement through the end of such calendar quarter, as determined by the Fronting Lender (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the Borrower. If the Borrower shall fail to pay an amount due under the preceding sentence, the amount payable by the Fronting Lender to the Synthetic Investors on their Credit-Linked Deposits under Section 2.1(f) (The Commitments; Credit-Linked Deposit Amount) shall be correspondingly reduced and each Synthetic Investor shall without further act succeed, ratably in accordance with its Ratable Portion, to the rights of the Fronting Lender with respect to such amount. The Revolving Credit Lender or Synthetic Investor making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. In addition Each Borrower jointly and severally agrees to all amounts required indemnify the Lender and to be paid hold the Lender harmless from and against any loss, cost or expense (including loss of anticipated profits) that the Lender may sustain or incur as a consequence of (a) default by the Borrower pursuant to Section 2.10 (Interest)Borrowers in payment of the principal amount of or any interest on any LIBOR Loans as and when due and payable, the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any such loss or expense incurred arising from interest or fees payable by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or lenders of funds obtained by it in order to maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant its LIBOR Loans, (b) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given default by the Borrower or Borrowers in making a telephonic request by it for borrowing or conversion after the Lead Borrower has given (or continuation is deemed to have given) a Conversion Request, or (c) the making of any payment of any LIBOR Loan or the making of any conversion of any such Loan to a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Base Margin Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date day that is not the last day of the applicable Interest Period; provided, however, that Period with respect thereto, whether due to voluntary prepayment, payment realized from the Collateral or any such prepayment or repayment to be made prior to Guarantor after the Revolving Credit Termination Date and except during the continuance occurrence of an Event of Default, subject or otherwise, including interest or fees payable by the Lender to lenders of funds obtained by it in order to maintain any such Loans. Such loss shall include, without limitation, an amount calculated as follows: (a) First, the provisions Lender shall determine the amount by which (i) the total amount of Section 9.2 interest which would have otherwise accrued hereunder on each installment of principal so paid or not borrowed, during the period beginning on the date of such payment or failure to borrow and ending on the date such installment would have been due (Remediesthe "Reemployment Period"), exceeds (ii) the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the total amount of interest which would accrue, during the Eurodollar Rate Loan to be prepaid Reemployment Period, on any readily marketable bond or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end other obligation of the applicable Interest Period; provided furtherUnited States of America designated by the Lender in its sole discretion at or about the time (b) Second, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan each Installment Amount shall be repaid on the Revolving Credit Termination Date, (iii) treated as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan payable as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure date on which the related principal installment would have been payable by the Borrower had such principal installment not been prepaid or not borrowed. (c) Third, the amount to repay Eurodollar Rate Loans when required be paid on each such date shall be the present value of the Installment Amount determined by discounting the amount thereof from the date on which such Installment Amount is to be treated as payable, at the same annual interest rate as that payable upon the bond or other obligation of the United States of America designated as aforesaid by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. In addition To induce Lenders to all amounts required to be paid by provide the Borrower pursuant to Section 2.10 -------------- LIBOR Rate option on the terms provided herein, if (Interest)i) any LIBOR Rate Advances are, the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans --------------- in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower but excluding any loss shall default in payment when due of the Applicable Margin principal amount of or interest on any LIBOR Rate Advance; (iii) the relevant Loans) that such Revolving Credit Lender may sustain (i) if for Borrower shall default in making any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowingborrowing of, conversion into or continuation of Eurodollar LIBOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of any LIBOR Rate Advances); or (iv) the Borrower shall fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in a telephonic request accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, "Breakage Costs"). Such indemnification shall include any loss -------------- (including loss of margin) or expense arising from the reemployment of funds obtained by it for borrowing or conversion or continuation or from fees payable to terminate deposits from which such funds were obtained. Each Lender shall make a successive Interest Period does not commence after notice therefor is given pursuant good faith effort to reinvest any repayment proceeds received from the Borrower in order to mitigate the losses which would otherwise be reimbursable under this Section 2.11 (Conversion/Continuation Option)2.10. For the purpose ------------ of calculating amounts payable to a Lender under this subsection, (ii) if for any reason any Eurodollar each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan is prepaid (including mandatorily pursuant Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to Section 2.9 (Mandatory Prepayments)) on the amount of that LIBOR Rate Advance and having a date that is not maturity comparable to the last day of the applicable Interest relevant LIBOR Period; provided, however, that with respect to each Lender may fund each of its -------- ------- LIBOR Rate Advances in any such prepayment or repayment to manner it sees fit, and the foregoing assumption shall be made prior to utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Credit Termination Date Notes and except during the continuance all other amounts payable hereunder. The determination by such Lender of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid any such loss or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan expense shall be repaid on the Revolving Credit Termination Date, (iii) as set forth in a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver written notice to the Borrower concurrently with such demand a written statement as to such losses, expenses in reasonable detail and liabilities, and this statement shall be final, binding and conclusive as to on the amount of compensation due to such Revolving Credit Lender, Borrower (absent manifest error) for all purposes.

Breakage Costs. In addition The Borrower shall pay to all the Bank, upon the request of the Bank, such amount or amounts required as shall be sufficient (in the reasonable opinion of the Bank) to be paid compensate the Bank for any loss, cost or expense which the Bank determines is attributable to (a) any payment, prepayment or conversion of a Libor Rate Loan made by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur Bank on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not other than the last day of the applicable Libor Interest Period; providedPeriod for such Libor rate Loan (whether by reason of acceleration, howeverdemand, that with respect to any such mandatory prepayment or repayment otherwise); (b) any failure by the borrower to be made prior to convert a portion of the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment Floating Rate Loan into a Libor Rate Loan on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application date specified therefor in prepayment or repayment thereof at the end of the applicable Interest PeriodLibor Notice; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (ivc) as a consequence of any failure by the Borrower to repay Eurodollar renew an expiring Libor Rate Loans when required by Loan on the terms hereof. The Revolving Credit Lender making demand last day of the expiring Libor Interest Period, if a Libor Notice for such compensation shall deliver a renewal has been delivered to the Borrower concurrently with such demand a written statement Bank. A determination of the Bank as to such losses, expenses and liabilities, and the amounts payable pursuant to this statement subsection N shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error. The compensation payable under this subsection N is called the "Breakage Costs." Breakage Costs shall be payable on the date of the payment, prepayment, conversion, failure to convert or failure to renew that give rise to the Breakage Costs.

Breakage Costs. In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit LenderLender and Tranche B Investor, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender or Tranche B Investor to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans Loan to the Borrower or such Tranche B Investors’ Credit-Linked Deposit, but excluding any loss of the Applicable Margin or other profit on the relevant Loans) that such Revolving Credit Lender or Tranche B Investor may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into Borrowing or continuation of of, or conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) , by reason of an increase or reduction in Commitments on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or above, (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereofhereof or (v) if, for any reason, the Fronting Lender is required to make any payment in respect of any Credit-Linked Deposit or to reimburse any Tranche B Investor for any similar loss, expense or liability in respect of any Credit-Linked Deposit. Without limiting the foregoing, if any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Fronting Lender as provided herein shall be subsequently reimbursed to the Fronting Lender by the Borrower or any other Loan Party other than on the last day of a calendar quarter, the Fronting Lender shall invest the amount so reimbursed in overnight or short-term cash equivalent investments until the end of such calendar quarter and the Borrower shall pay to the Fronting Lender, upon the Fronting Lender’s request therefor, the amount, if any, by which the interest accrued on a like amount of the Credit-Linked Deposits at the Eurodollar Rate for such calendar quarter shall exceed the interest earned through the investment of the amount so reimbursed for the period from the date of such reimbursement through the end of such calendar quarter, as determined by the Fronting Lender (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the Borrower. If the Borrower shall fail to pay an amount due under the preceding sentence, the interest payable by the Fronting Lender to the Tranche B Investors on their Credit-Linked Deposits under Section 2.1(g) (The Commitments; Credit-Linked Deposit Amount) shall be correspondingly reduced and each Tranche B Investor shall without further act succeed, ratably in accordance with its Tranche B Ratable Portion, to the rights of the Fronting Lender with respect to such amount. The Revolving Credit Lender or Tranche B Investor making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by Upon the Borrower pursuant to Section 2.10 (Interest)request of any Purchaser, the Borrower shall compensate each Revolving Credit LenderSeller shall, upon demandin accordance with the Priority of Payments, pay to the Administrative Agent, for all lossespayment to any applicable Purchaser, expenses and liabilities (including such amount or amounts as shall, without duplication, compensate such Purchaser for any loss loss, cost or expense (the “Breakage Costs”) incurred by reason such Purchaser as a result of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason reduction of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur Purchaser’s Funded Purchase Price on a date specified therefor in other than a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option)Settlement Date, (ii) if any failure to reduce such Purchaser’s Funded Purchase Price on a Settlement Date on which it is required to be reduced, (iii) any failure to reduce such Purchaser’s Funded Purchase Price as to which a Reduction Notice shall have been delivered on the date specified in such Reduction Notice for any reason any Eurodollar Rate Loan is prepaid (reason, including mandatorily pursuant the Seller’s failure to Section 2.9 (Mandatory Prepayments)) on a date that is not satisfy applicable conditions to such reduction or the last day insufficiency of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to funds therefor under the provisions of Section 9.2 (Remedies2.03(b), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure on the part of the Seller to accept or take a Cash Outlay as to which a Cash Outlay Notice shall have been delivered on the date specified in such Cash Outlay Notice for any reason, including the Seller’s failure to satisfy the conditions to the making of such Cash Outlay set forth in Section 2.01 or Article III. Such Breakage Costs to any Purchaser shall be deemed to include an amount determined by such Purchaser to be the cost of breaking any interest rate or currency hedging arrangement related to the portion of such Purchaser’s Funded Purchase Price. The determination by any Purchaser of the amount of Breakage Costs shall be set forth in a notice to the Seller, the Servicer and the Administrative Agent delivered by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses applicable Purchaser and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error. Any Breakage Costs shall be due and payable on the first Settlement Date which follows the Servicer’s receipt of such notice by more than five (5) Business Days (or on the Final Date if such certificate is delivered on the Final Date); provided that, if such notice is in connection with a reduction of the Aggregate Funded Purchase Price pursuant to Section 2.03(b) and is delivered on or before the Business Day immediately preceding the date of such reduction as set forth in the applicable Reduction Notice, any applicable Breakage Costs shall be due and payable on the date of such reduction.

Breakage Costs. In addition To induce the Lender to all amounts required provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Rate Advances are repaid in whole or in part prior to be paid by the Borrower last day of any applicable LIBOR Period (whether that repayment is made pursuant to Section 2.10 any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (Interest), ii) the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason default in making payment when due of the liquidation principal amount of or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurodollar interest on any LIBOR Rate Loans to Advance; (iii) the Borrower but excluding shall default in making any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowingborrowing of, conversion into or continuation of Eurodollar LIBOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by Advances after the Borrower or has given notice requesting the same in a telephonic request by it for borrowing accordance herewith (including any failure to satisfy conditions precedent to the making of, or conversion or continuation of, any LIBOR Rate Advances); or (iv) the Borrower shall fail to make any prepayment of a successive Interest Period does not commence LIBOR Rate Advance after the Borrower has given a notice therefor is given pursuant to Section 2.11 thereof in accordance herewith; then, in any such case, the Borrower shall indemnify and hold harmless the Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (Conversion/Continuation Optionany such loss, cost or expense, "Breakage Costs"), (ii) if for . Such indemnification shall include any reason any Eurodollar Rate Loan is prepaid loss (including mandatorily pursuant loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to Section 2.9 terminate deposits from which such funds were obtained (Mandatory Prepaymentsif any)) on . For the purpose of calculating amounts payable to the Lender under this subsection, the Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance through the purchase of a date deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that is not LIBOR Rate Advance and having a maturity comparable to the last day of the applicable Interest relevant LIBOR Period; provided, however, that with respect to the Lender may fund LIBOR Rate Advances in any such prepayment or repayment to manner it sees fit, and the foregoing assumption shall be made prior to utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Credit Termination Date Notes and except during all other amounts payable hereunder. The determination by the continuance Lender of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid any such loss or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan expense shall be repaid on the Revolving Credit Termination Date, (iii) as set forth in a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver written notice to the Borrower concurrently with such demand a written statement as to such losses, expenses in reasonable detail and liabilities, and this statement shall be final, binding and conclusive as to on the amount of compensation due to such Revolving Credit Lender, Borrower (absent manifest error) for all purposes.

Breakage Costs. In addition If (i) any payment of principal on or any conversion of any LIBOR Tranche is made on any date other than the last day of the Interest Period for such LIBOR Tranche, whether as a result of any voluntary or mandatory prepayment (other than a prepayment upon the occurrence of any event subject to all Section 2.9 or 2.10), any acceleration of maturity, or any other cause, (ii) any payment of principal on any LIBOR Tranche is not made when due, or (iii) any LIBOR Tranche is not borrowed, converted, or prepaid in accordance with the respective notice thereof provided by the Borrower to the Administrative Agent, whether as a result of any failure to meet any applicable conditions precedent for borrowing, conversion, or prepayment, the permitted cancellation of any request for borrowing, conversion, or prepayment, the failure of the Borrower to provide the respective notice of borrowing, conversion, or prepayment, or any other cause not specified above which is created by the Borrower, then the Borrower shall pay to each Bank upon demand any amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, such Bank for all any losses, costs, or expenses, including lost profits and administrative expenses, which are reasonably allocable to such action, including losses, costs, and expenses and liabilities (including any loss or expense incurred by reason of related to the liquidation or reemployment redeployment of deposits or other funds acquired or designated by such Revolving Credit Lender Bank to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans Bank's ratable share of such LIBOR Tranche or related to the Borrower but excluding any loss reacquisition or redesignation of the Applicable Margin on the relevant Loans) that funds by such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason Bank to fund or maintain such Bank's ratable share of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into LIBOR Tranche following any liquidation or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end redeployment of such Interest Period, funds caused by such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result action. Such Bank need not prove matched funding of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilitiesparticular funds, and this statement shall be conclusive a certificate as to the amount of compensation due such loss, cost, or expense detailing the calculation thereof and certifying that such Bank customarily charges such amounts to its other customers in similar circumstances submitted by such Revolving Credit LenderBank to the Borrower shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, until the date 180 days after the Closing Date, the Borrower shall reimburse each Bank for all losses, costs and expenses of the type described in this Section 2.7 incurred by such Bank in connection with the syndication of the Facilities by the Administrative Agent in its sole discretion and the addition of new Banks.

Breakage Costs. In addition To induce the Lenders to all amounts required provide the LIBOR Rate on the terms provided herein, if (i) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than an Interest Payment Date (whether that repayment is made pursuant to be paid any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower pursuant shall default in payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to Section 2.10 satisfy conditions precedent to the making of any LIBOR Rate Advances); or (Interest)iv) the Borrower shall fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall compensate indemnify and hold harmless each Revolving Credit Lender, upon demand, for Lender from and against all losses, costs and expenses and liabilities resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including any loss of margin) or expense incurred by reason of arising from the liquidation or reemployment of funds obtained by it or from fees payable to terminate deposits or other from which such funds acquired by such Revolving Credit were obtained (if any). For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to fund or maintain such Revolving Credit Lender’s Eurodollar have actually funded its relevant LIBOR Rate Loans Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the Borrower but excluding any loss amount of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar LIBOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest PeriodAdvance; provided, however, that with respect to each Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such prepayment loss or repayment to expense shall be made prior set forth in a written notice to the Revolving Credit Termination Date Borrower in reasonable detail and except during shall be final, binding and conclusive on the continuance of an Event of Default, subject to Borrower (absent manifest error) for all purposes. Notwithstanding the provisions of Section 9.2 (Remedies)foregoing, the Borrower may at its option, instead shall in no case be liable for any Breakage Costs incurred pursuant to clause (i) of making such prepayment or repayment on the due date, provide cash-collateral to first sentence of this Section 2.10 if the Administrative Agent for the principal amount of the Eurodollar any repayment of LIBOR Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end Advances made on any date of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest errordetermination is less than $25,000,000.

Breakage Costs. In addition The Borrowers shall pay directly to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit a Lender, immediately upon demandrequest such amounts as shall, in the reasonable judgment of each Lender, compensate it for all losses, expenses and liabilities (including any loss or expense Losses incurred by reason it as a result of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason payment or prepayment (other than solely by reason under any circumstances whatsoever, whether voluntary or involuntary) of such Lender being any portion of the Loan bearing interest as a Non-Funding Lender) LIBOR Loan Tranche or a proposed Borrowing, conversion into or continuation of Eurodollar Conversion Rate Loans does not occur Loan Tranche on a date specified therefor in a Notice other than the last day of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive an applicable Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option)Period, (ii) if the conversion (for any reason any Eurodollar whatsoever, whether voluntary or involuntary) of a LIBOR Loan Tranche or a Conversion Rate Loan is prepaid (including mandatorily pursuant Tranche to Section 2.9 (Mandatory Prepayments)) a Base Rate Loan Tranche with respect to any portion of the Loan then bearing interest as a LIBOR Loan Tranche or a Conversion Rate Loan Tranche, as applicable, on a date that other than the last day of an applicable Interest Period, (iii) the failure of all or a portion of an Advance of the Loan which was to have borne interest as a LIBOR Loan Tranche (including any portion thereof to bear interest as a Conversion Rate Loan Tranche in accordance with subsection b above) pursuant to a Rate Request to be made, (iv) the failure of the Borrowers to borrow in accordance with a Rate Request submitted by it or the Borrowers' failure to continue or convert a LIBOR Loan Tranche or a Conversion Rate Loan Tranche in accordance with a Rate Request submitted by it, (v) the failure of the Borrowers to make a prepayment after the Borrowers have given notice thereof in accordance with this Agreement or (vi) the early termination of any swap or other interest rate hedging arrangement, including, without limitation, any such Losses arising from the reemployment of funds obtained by it, from fees payable to terminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements. Such amounts shall include, without limitation, an amount equal to the present value (using as a discount rate, the rate at which interest is computed pursuant to clause (B) below) of the excess, if any, of (A) the amount of interest which would have accrued at the Adjusted LIBO Rate or the Conversion Rate (as the case may be) on the amount so prepaid, converted, not advanced, not borrowed, not continued, not converted or not prepaid, as the case may be, for the period from the date of the occurrence to the last day of the applicable Interest Period; providedPeriod at the applicable rate of interest for such Loans provided for herein (excluding, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Defaultapplicable margin included therein, subject to the provisions of Section 9.2 if any) over (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for B) the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application interest (as reasonably determined by such Lender in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iiigood faith) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as which would have accrued to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.Lender on such