Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BEN, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility

Appears in 2 contracts

Samples: Assignment and Assumption (PBF Energy Inc.), Assignment and Assumption (PBF Logistics LP)

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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means fax shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November 5, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Kentucky Power Company (the “Borrower”), Xxxxx Fargo Fifth Third Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: [NAME OF LENDER] By Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT B-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November 5, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Kentucky Power Company (the “Borrower”), Xxxxx Fargo Fifth Third Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: By Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT B-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November 5, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Kentucky Power Company (the “Borrower”), Xxxxx Fargo Fifth Third Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: By Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT B-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November 5, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Kentucky Power Company (the “Borrower”), Xxxxx Fargo Fifth Third Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, National Association $ 45,875,000 15.291666667 % Citibankas Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Suisse AGAgreement dated as of November 5, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding2014 (as amended, Inc. $ 45,825,000 15.275 % UBS AGsupplemented or otherwise modified from time to time, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, National Association $ 0 Citibankas Administrative Agent (“Administrative Agent”), N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and the other parties to the Credit Agreement and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE LENDERS; NOT PARTNERSHIPS FOR PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 22, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Rice Midstream OpCo LLC, a Delaware limited liability company, as Borrower, the “Borrower”)Parent, Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT G-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 22, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Rice Midstream OpCo LLC, a Delaware limited liability company, as Borrower, the “Borrower”)Parent, Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT G-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 22, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Rice Midstream OpCo LLC, a Delaware limited liability company, as Borrower, the “Borrower”)Parent, Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT G-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 22, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Rice Midstream OpCo LLC, a Delaware limited liability company, as Borrower, the “Borrower”)Parent, Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT H-1 COMMITMENT INCREASE AGREEMENT THIS COMMITMENT INCREASE AGREEMENT (PBF Logistics LPthis “Agreement”) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage dated as of [ ], is among [Insert name of Existing Lender] (“Existing Lender”), Rice Midstream OpCo LLC, a Delaware limited liability company (the “Borrower”), and Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % CitibankN.A., N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Agreement referred to below. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement.

Appears in 2 contracts

Samples: Credit Agreement (Rice Energy Inc.), Credit Agreement (Rice Midstream Partners LP)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) 278804512 v3278808399 v1 CAN_DMS: \136738400\21 EXHIBIT D-1 B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of 278804512 v3278808399 v1 CAN_DMS: \136738400\21 EXHIBIT B-2 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of 278804512 v3278808399 v1 CAN_DMS: \136738400\21 EXHIBIT B-3 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of 278804512 v3278808399 v1 CAN_DMS: \136738400\21 EXHIBIT B-4 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: , 20[ ] CAN_DMS: \136738400\21 278804512 v3278808399 v1 EXHIBIT B-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (PBF Logistics LPFor Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) SCHEDULE EXHIBIT C-1 [FORM OF] US SOLVENCY CERTIFICATE December 18, 2020 Reference is hereby made to the Credit Agreement dated as of December 18, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WDB Holding PA, Inc., each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. This certificate is furnished pursuant to Section 4.01(i) of the Credit Agreement. Solely in my capacity as a Financial Officer of the [Borrower][American Parent] and not individually (and without personal liability), I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankhereby certify, National Association $ 45,875,000 15.291666667 % Citibankthat as of the date hereof, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I after giving effect to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythe Loans made on the Closing Date:

Appears in 2 contracts

Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.)

General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by telecopy (or other electronic means method of transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws (and not the conflict of law rules) of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships for U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) [Date] Reference is hereby made to that certain Credit Agreement, dated as of May January 14, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the Kaltura, Inc., a Delaware corporation(the “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National AssociationSilicon Valley Bank (“SVB”), as administrative agent under the Credit Agreement and collateral agent for such Lenders (in such capacities, together with any successors and assigns in such capacities; the “Administrative Agent”) ), and each SVB as the Issuing Lender from time to time party theretoand the Swingline Lender. Pursuant to the provisions of Section 1(e)(2) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility.

Appears in 2 contracts

Samples: Credit Agreement (Kaltura Inc), Credit Agreement (Kaltura Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means fax shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) B EXHIBIT D-1 B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November 5, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Kentucky Power Company (the “Borrower”), Xxxxx Fargo Fifth Third Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT B-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November 5, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Kentucky Power Company (the “Borrower”), Xxxxx Fargo Fifth Third Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: By Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT B-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November 5, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Kentucky Power Company (the “Borrower”), Xxxxx Fargo Fifth Third Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: By Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT B-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November 5, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Kentucky Power Company (the “Borrower”), Xxxxx Fargo Fifth Third Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, National Association $ 45,875,000 15.291666667 % Citibankas Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Suisse AGAgreement dated as of November 5, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding2014 (as amended, Inc. $ 45,825,000 15.275 % UBS AGsupplemented or otherwise modified from time to time, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, National Association $ 0 Citibankas Administrative Agent (“Administrative Agent”), N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy or other electronic means facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 B [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit AgreementTERM LOAN CREDIT AGREEMENT, dated as of May 14September 20, 2014 2016 (as it may be amended, amended and restatedsupplemented, extended, supplemented restated or otherwise modified from time to time, the “Credit Agreement”) among CLSIP Holdings LLC, a Delaware limited liability company (“Parent”), among PBF Logistics LP CLSIP LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo Bankthe LENDERS party thereto from time to time, and Wilmington Trust, National Association, as administrative agent under for the Credit Agreement Lenders (in such capacity, the “Administrative Agent”) and each Lender from time collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to time party theretothem in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of at such times are as reasonably requested by the two calendar years preceding such paymentsBorrower or the Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit AgreementTERM LOAN CREDIT AGREEMENT, dated as of May 14September 20, 2014 2016 (as it may be amended, amended and restatedsupplemented, extended, supplemented restated or otherwise modified from time to time, the “Credit Agreement”) among CLSIP Holdings LLC, a Delaware limited liability company (“Parent”), among PBF Logistics LP CLSIP LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo Bankthe LENDERS party thereto from time to time, and Wilmington Trust, National Association, as administrative agent under for the Credit Agreement Lenders (in such capacity, the “Administrative Agent”) and each Lender from time collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to time party theretothem in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on an IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the IRS Form W-8BEN changesinformation on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writingwriting and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit AgreementTERM LOAN CREDIT AGREEMENT, dated as of May 14September 20, 2014 2016 (as it may be amended, amended and restatedsupplemented, extended, supplemented restated or otherwise modified from time to time, the “Credit Agreement”) among CLSIP Holdings LLC, a Delaware limited liability company (“Parent”), among PBF Logistics LP CLSIP LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo Bankthe LENDERS party thereto from time to time, and Wilmington Trust, National Association, as administrative agent under for the Credit Agreement Lenders (in such capacity, the “Administrative Agent”) and each Lender from time collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to time party theretothem in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN or W-8BEN-E from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any of the IRS Form W-8BENs changesmaterial respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit AgreementTERM LOAN CREDIT AGREEMENT, dated as of May 14September 20, 2014 2016 (as it may be amended, amended and restatedsupplemented, extended, supplemented restated or otherwise modified from time to time, the “Credit Agreement”) among CLSIP Holdings LLC, a Delaware limited liability company (“Parent”), among PBF Logistics LP CLSIP LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo Bankthe LENDERS party thereto from time to time, and Wilmington Trust, National Association, as administrative agent under for the Credit Agreement Lenders (in such capacity, the “Administrative Agent”) and each Lender from time collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to time party theretothem in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN or W-8BEN-E from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of at such times are as reasonably requested by the two calendar years preceding such paymentsBorrower or the Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankEXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of September 20, National Association $ 45,875,000 15.291666667 % Citibank2016, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AGamong CLSIP HOLDINGS LLC, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingas Holdings CLSIP LLC, Inc. $ 45,825,000 15.275 % UBS AGas Borrower, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankand WILMINGTON TRUST, National Association $ 0 CitibankNATIONAL ASSOCIATION, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityas Administrative Agent and Collateral Agent TABLE OF CONTENTS Page

Appears in 2 contracts

Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Claires Stores Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of laws principles. Annex I to Exhibit C to Term Loan Credit Facility (PBF Logistics LP) D EXHIBIT D-1 E -1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May August 14, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)QEP MIDSTREAM PARTNERS OPERATING, Xxxxx Fargo Bank, National AssociationLLC, as administrative agent under the Credit Agreement (the “Borrower, QEP MIDSTREAM PARTNERS, LP, as Guarantor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent”) , L/C Issuer and Swing Line Lender, and each Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT E -2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May August 14, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)QEP MIDSTREAM PARTNERS OPERATING, Xxxxx Fargo Bank, National AssociationLLC, as administrative agent under the Credit Agreement (the “Borrower, QEP MIDSTREAM PARTNERS, LP, as Guarantor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent”) , L/C Issuer and Swing Line Lender, and each Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT E -3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May August 14, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)QEP MIDSTREAM PARTNERS OPERATING, Xxxxx Fargo Bank, National AssociationLLC, as administrative agent under the Credit Agreement (the “Borrower, QEP MIDSTREAM PARTNERS, LP, as Guarantor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent”) , L/C Issuer and Swing Line Lender, and each Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT E -4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May August 14, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)QEP MIDSTREAM PARTNERS OPERATING, Xxxxx Fargo Bank, National AssociationLLC, as administrative agent under the Credit Agreement (the “Borrower, QEP MIDSTREAM PARTNERS, LP, as Guarantor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent”) , L/C Issuer and Swing Line Lender, and each Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 2 contracts

Samples: Credit Agreement (Qep Resources, Inc.), Credit Agreement (QEP Midstream Partners, LP)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic means transmission (e.g. .pdf) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE LENDERS; NOT PARTNERSHIPS FOR PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 18, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Eclipse Resources I, Xxxxx Fargo Bank, National AssociationLP, as administrative agent under the Credit Agreement (the “Borrower, Bank of Montreal, as Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20201[ ] Exhibit D-1 Form of EXHIBIT H-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 18, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Eclipse Resources I, Xxxxx Fargo Bank, National AssociationLP, as administrative agent under the Credit Agreement (the “Borrower, Bank of Montreal, as Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20201[ ] Exhibit D-2 Form of XXXXXXX X-0 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 18, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Eclipse Resources I, Xxxxx Fargo Bank, National AssociationLP, as administrative agent under the Credit Agreement (the “Borrower, Bank of Montreal, as Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20201[ ] Exhibit D-3 Form of XXXXXXX X-0 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 18, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Eclipse Resources I, Xxxxx Fargo Bank, National AssociationLP, as administrative agent under the Credit Agreement (the “Borrower, Bank of Montreal, as Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20201[ ] XXXXXXX I FORM OF ELECTED COMMITMENT INCREASE CERTIFICATE [ ], 201[ ] To: Bank of Montreal, as Administrative Agent The Borrower, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Credit Agreement, dated as of February 18, 2014 (PBF Logistics as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Elected Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned Lender has agreed (a) to increase its Elected Commitment under the Credit Agreement effective [ ], 201[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respects to the Credit Agreement and the other Loan Documents. Very truly yours, ECLIPSE RESOURCES I, LP, a Delaware limited partnership By: Name: Title: Accepted and Agreed: BANK OF MONTREAL, as Administrative Agent By: Name: Title: Accepted and Agreed: [Name of Increasing Lender] By: Name: Title: EXHIBIT J FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 201[ ] To: Bank of Montreal, as Administrative Agent The Borrower, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Credit Agreement, dated as of February 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned Additional Lender has agreed (a) to become a Lender under the Credit Agreement effective [ ], 201[ ] with a Maximum Aggregate Credit Amount of $[ ] and an Elected Commitment of $[ ] and (b) that it shall be a party in all respects to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii)(G) of the Credit Agreement. Very truly yours, ECLIPSE RESOURCES I, LP, a Delaware limited partnership By: Name: Title: Accepted and Agreed: BANK OF MONTREAL, as Administrative Agent By: Name: Title: Accepted and Agreed: [Additional Lender] By: Name: Title: SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility7.05

Appears in 2 contracts

Samples: Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14September 24, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP FMC Technologies, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo the lenders party thereto from time to time, Wellx Xxxgo Bank, National Association, as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) ), JPMorgan Chase Bank, N.A., as syndication agent, and each Lender from time to time party theretoBank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT B-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14September 24, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP FMC Technologies, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo the lenders party thereto from time to time, Wellx Xxxgo Bank, National Association, as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) ), JPMorgan Chase Bank, N.A., as syndication agent, and each Lender from time to time party theretoBank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT B-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14September 24, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP FMC Technologies, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo the lenders party thereto from time to time, Wellx Xxxgo Bank, National Association, as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) ), JPMorgan Chase Bank, N.A., as syndication agent, and each Lender from time to time party theretoBank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT B-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14September 24, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP FMC Technologies, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo the lenders party thereto from time to time, Wellx Xxxgo Bank, National Association, as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) ), JPMorgan Chase Bank, N.A., as syndication agent, and each Lender from time to time party theretoBank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Credit Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: __________________, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo __ To: Wellx Xxxgo Bank, National Association $ 45,875,000 15.291666667 % CitibankAssociation, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % as Administrative Agent, and each of the Lenders party to the Credit Suisse AGAgreement described below Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of September 24, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding2015 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Agreement; “ the terms defined therein being used herein as therein defined), among FMC Technologies, Inc. $ 45,825,000 15.275 % UBS AG(the “Borrower”), Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo the Lenders from time to time party thereto, Wellx Xxxgo Bank, National Association $ 0 CitibankAssociation., N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AGas Administrative Agent, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Fundingand the other agents party thereto. The undersigned hereby certifies as of the date hereof that he/she is the __________________________of the Borrower, Inc. $ 0 UBS AGand that, Stamford Branch $ 0 Schedule I as such, he/she is authorized to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction execute and deliver this Certificate to the Administrative Agent and the Lenders, not individually, but on behalf of Organizationthe Borrower, and that: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility[Use following for fiscal year-end financial statements]

Appears in 2 contracts

Samples: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 I-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Amended and Restated Credit Agreement, and Guaranty Agreement dated as of May 14August 2, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP The Providence Service Corporation, a Delaware corporation (the "Borrower"), Xxxxx Fargo Bankthe Guarantors party thereto, National Associationthe Lenders identified therein, and Bank of America, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of ___ EXHIBIT I-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, and Guaranty Agreement dated as of May 14August 2, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP The Providence Service Corporation, a Delaware corporation (the "Borrower"), Xxxxx Fargo Bankthe Guarantors party thereto, National Associationthe Lenders identified therein, and Bank of America, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20___ EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit and Guaranty Agreement dated as of August 2, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Providence Service Corporation, a Delaware corporation (the "Borrower"), the Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of ___ EXHIBIT I-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, and Guaranty Agreement dated as of May 14August 2, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP The Providence Service Corporation, a Delaware corporation (the "Borrower"), Xxxxx Fargo Bankthe Guarantors party thereto, National Associationthe Lenders identified therein, and Bank of America, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ___ Exhibit J FORM OF SECURED PARTY DESIGNATION NOTICE Date: _________, _____ To: Bank of America, N.A., as Administrative Agent Agency Management [address Attn: ] Ladies and Gentlemen: THIS SECURED PARTY DESIGNATION NOTICE is made by _______________________, a ______________ (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankthe “Designor”), National Association $ 45,875,000 15.291666667 % Citibankto BANK OF AMERICA, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % N.A., as Administrative Agent under that certain Credit Suisse AGAgreement referenced below (in such capacity, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 the “Administrative Agent”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Providence Service Corp), Credit and Guaranty Agreement (Providence Service Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 D - FORM OF OPINION OF COUNSEL FOR THE LOAN PARTIES EXHIBIT E-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14June 27, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)SAIC Gemini, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT E-2 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14June 27, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)SAIC Gemini, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT E-3 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14June 27, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)SAIC Gemini, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT E-4 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14June 27, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)SAIC Gemini, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 2 contracts

Samples: Credit Agreement (SAIC Gemini, Inc.), Credit Agreement (Science Applications International Corp)

General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by telecopy (or other electronic means method of transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships for U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) [Date] Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of May 14October 1, 2014 2020 by and among DOUBLEVERIFY MIDCO, INC., a Delaware corporation (formerly known as “Pixel Parent Inc.”) (“Holdings”), DOUBLEVERIFY INC., a Delaware corporation (the “Borrower”), the Lenders party thereto, and CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”) as Administrative Agent for the Lenders and as L/C Issuer (as amended, restated, amended and restated, extendedsupplemented, supplemented restructured or otherwise modified from time to timetime prior to the date hereof, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility.

Appears in 2 contracts

Samples: Credit Agreement (DoubleVerify Holdings, Inc.), Credit Agreement (DoubleVerify Holdings, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) 282638280 v1v7 CAN_DMS: \136738400\21 EXHIBIT D-1 B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of 282638280 v1v7 CAN_DMS: \136738400\21 EXHIBIT B-2 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of 282638280 v1v7 CAN_DMS: \136738400\21 EXHIBIT B-3 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of 282638280 v1v7 CAN_DMS: \136738400\21 EXHIBIT B-4 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: , 20[ ] CAN_DMS: \136738400\21 282638280 v1v7 EXHIBIT B-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (PBF Logistics LPFor Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) SCHEDULE EXHIBIT C-1 [FORM OF] US SOLVENCY CERTIFICATE December 18, 2020 Reference is hereby made to the Credit Agreement dated as of December 18, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WDB Holding PA, Inc., each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. This certificate is furnished pursuant to Section 4.01(i) of the Credit Agreement. Solely in my capacity as a Financial Officer of the [Borrower][American Parent] and not individually (and without personal liability), I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankhereby certify, National Association $ 45,875,000 15.291666667 % Citibankthat as of the date hereof, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I after giving effect to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythe Loans made on the Closing Date:

Appears in 2 contracts

Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Third Amended and Restated Credit Agreement, dated as of May 14October 12, 2014 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among PBF Logistics LP SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it ii)it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-1 Form of EXHIBIT F-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Third Amended and Restated Credit Agreement, dated as of May 14October 12, 2014 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among PBF Logistics LP SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-2 Form of EXHIBIT F-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Third Amended and Restated Credit Agreement, dated as of May 14October 12, 2014 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among PBF Logistics LP SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-3 Form of EXHIBIT F-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Third Amended and Restated Credit Agreement, dated as of May 14October 12, 2014 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among PBF Logistics LP SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:

Appears in 1 contract

Samples: Credit Agreement (Sonoco Products Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C (to Term Loan the Credit Facility (PBF Logistics LPAgreement) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 14August 30, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP MidAmerican Energy Company (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretoand Mizuho Bank, Ltd., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 14August 30, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP MidAmerican Energy Company (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretoand Mizuho Bank, Ltd., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 14August 30, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP MidAmerican Energy Company (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretoand Mizuho Bank, Ltd., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT F-4 (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 14August 30, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP MidAmerican Energy Company (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretoand Mizuho Bank, Ltd., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender LIST OF COMMITMENT AMOUNTS AND APPLICABLE LENDING OFFICES MIDAMERICAN ENERGY COMPANY U.S. $400,000,000 364-Day Credit Agreement Name of Bank Commitment Applicable Percentage Amount DomesticLending Office EurodollarLending Office Mizuho Bank, Ltd. $80,000,000.00 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxx StonePhone: (212) 282-3269Fax: (212) 282-4488Email: xxxxx.xxxxx@xxxxxxxxxx.xxxXxxxx Email: XXX_XXXxxx0@xxxxxxxxxx.xxx Same as Domestic Lending Office MUFG Union Bank, N.A. $80,000,000.00 [Address]15 Contact: [_____]Phone: (____) [___]-[___]Email: [_____]Group Email: [_____] Same as Domestic Lending Office Citibank, N.A. $80,000,000.00 [Address]16 Contact: [_____]Phone: (____) [___]-[___]Email: [_____]Group Email: [_____] Same as Domestic Lending Office U.S. Bank National Association $80,000,000.00 0000 Xxxxxx XxxxxxXxxxx, Xxxxxxxx 00000 Contact: Xxxxx NelsenPhone: (402) 536-5104Fax : (402) 536-5213Email: xxxxx.xxxxxx@usbank.comGroup Email:XXXXxxxxxxxxxxXxxxxxxxXxxx@xxxxxx.xxx Same as Domestic Lending Office Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank$80,000,000.00 00 X. 0xx XxxxxxXXX: X0000-000Xxxxxxxxxxx, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I XX 00000 Contact: Xxxx GredvigPhone: (612) 667-4832Fax : (612) 316-0506Email: xxxxxxx.x.xxxxxxx@wellsfargo.comGroup Email:XXXXXXXXXXxxxxxxx@xxxxxxxxxx.xxx Same as Domestic Lending Office TOTAL $400,000,000 _________________________________________________________________________ 13 MUFG to Term Loan Credit Facility (PBF Logistics LP) provide. 14 CitiBank to provide. SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan LIST OF MATERIAL SUBSIDIARIES MIDAMERICAN ENERGY COMPANY U.S. $400,000,000 364-Day Credit FacilityAgreement

Appears in 1 contract

Samples: Credit Agreement (Midamerican Funding LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law internal laws of the State of New York. Exhibit C to Term C-7 #93060257v4 EXHIBIT D Forms of Opinion of Counsel for the Loan Credit Facility (PBF Logistics LP) Parties [see attached] D-1 #93060257v4 EXHIBIT D-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 1, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)PPL Capital Funding, Xxxxx Fargo Bank, National AssociationInc., as administrative agent under the Credit Agreement (Borrower, PPL Corporation, as the Guarantor, and Canadian Imperial Bank of Commerce, New York Branch, as the Administrative Agent”) , and each Lender the Lenders from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of E-1-1 #93060257v4 EXHIBIT E-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Non-U.S. Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 1, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)PPL Capital Funding, Xxxxx Fargo Bank, National AssociationInc., as administrative agent under the Credit Agreement (Borrower, PPL Corporation, as the Guarantor, and Canadian Imperial Bank of Commerce, New York Branch, as the Administrative Agent”) , and each Lender the Lenders from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-non- U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of E-2-1 #93060257v4 EXHIBIT E-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Non-U.S. Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 1, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)PPL Capital Funding, Xxxxx Fargo Bank, National AssociationInc., as administrative agent under the Credit Agreement (Borrower, PPL Corporation, as the Guarantor, and Canadian Imperial Bank of Commerce, New York Branch, as the Administrative Agent”) , and each Lender the Lenders from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY W- 8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityE-3-1 #93060257v4

Appears in 1 contract

Samples: Loan Credit Agreement (LG&E & KU Energy LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 B FORM OF U.S. US TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, dated as of May 14August 26, 2014 2011 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Cabot Corporation, a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo certain of its Subsidiaries from time to time party thereto (each a “Designated Borrower” and together with the Company, the “Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) ), Swingline Lender and each Lender from time to time party theretoIssuing Bank. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Company or any Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation corporation” related to the Company or any Borrower as described in Section 881(c)(3)(C) of the CodeCode and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a United States trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BEN, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, the Company and the Administrative Agent and (2) the undersigned shall have at all times furnished such Lender the Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate FORM OF US TAX CERTIFICATE (For Foreign Non-U.S. Lenders that are That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14August 26, 2014 2011 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Cabot Corporation, a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo certain of its Subsidiaries from time to time party thereto (each a “Designated Borrower” and together with the Company, the “Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) ), Swingline Lender and each Lender from time to time party theretoIssuing Bank. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Company or any Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Company or any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a United States trade or business. The undersigned has furnished its participating Lender the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’sits partners/member’s beneficial owners that is members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender the Company and the Administrative Agent and (2) the undersigned shall have at all times furnished such Lender the Company and the Administrative Agent with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:

Appears in 1 contract

Samples: Credit Agreement (Cabot Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption the rights and obligations of the parties under this Assignment shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to principles of conflicts of laws that would result in the application of any law other than the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. TAX E TO CREDIT AND GUARANTY AGREEMENT CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) RE NON-BANK STATUS Reference is hereby made to that certain the Credit and Guaranty Agreement, dated as of May 14November 23, 2014 2010 (as it may be amended, amended and restated, extended, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among PBF Logistics LP (Grifols Inc., a Delaware corporation as U.S. Borrower, a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the “Borrower”), Xxxxx Fargo Bank, National Associationlaws of the Kingdom of Spain, as administrative agent under Parent and as Foreign Borrower, the Credit Agreement (Parent and certain Subsidiaries of the “Administrative Agent”) and each Lender Parent, as Guarantors, the Lenders party thereto from time to time party theretotime, as Lenders, and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Pursuant to the provisions of Section 1(e)(22.20(c) of the Credit Agreement, the undersigned hereby certifies that it is not: (i) it a “bank” that is the sole record and beneficial owner of the Loan(s) (as well as acquiring any Note(s) evidencing such Loan(s)) interest in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BEN, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into Loan in the ordinary course of its trade or business business; (ii) a “10-percent shareholder” within the meaning of Section 881(c)(3)(A871(h)(3); or (iii) of the Code, (iv) neither the undersigned nor a “controlled foreign corporation” that is related to any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B864(d)(4), in each case as within the meaning of Section 881(c)(3) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement1986. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX F-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityTHE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Grifols Germany GmbH)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 I-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 26, 2014 2021 (as amendedextended, renewed, amended and restated, extended, supplemented or otherwise modified restated from time to time, the “Credit Agreement”)) among Shimmick Construction Company, among PBF Logistics LP Inc., a California corporation (the “Borrower”), Xxxxx Fargo BankSCCI National Holdings, National AssociationInc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto, and BMO XXXXXX BANK N.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party thereto). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 1(e)(2) 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: , 20[ 202 EXHIBIT I-2 [FORM OF] Exhibit D-1 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 26, 2014 2021 (as amendedextended, renewed, amended and restated, extended, supplemented or otherwise modified restated from time to time, the “Credit Agreement”)) among Shimmick Construction Company, among PBF Logistics LP Inc., a California corporation (the “Borrower”), Xxxxx Fargo BankSCCI National Holdings, National AssociationInc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto, and BMO XXXXXX BANK N.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party thereto). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 1(e)(2) 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTXXXXXX] By: Name: Title: Date: , 20[ 202 EXHIBIT I-3 [FORM OF] Exhibit D-2 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 26, 2014 2021 (as amendedextended, renewed, amended and restated, extended, supplemented or otherwise modified restated from time to time, the “Credit Agreement”)) among Shimmick Construction Company, among PBF Logistics LP Inc., a California corporation (the “Borrower”), Xxxxx Fargo BankSCCI National Holdings, National AssociationInc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto, and BMO XXXXXX BANK N.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party thereto). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 1(e)(2) 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTXXXXXX] By: Name: Title: Date: , 20[ 202 EXHIBIT I-4 [FORM OF] Exhibit D-3 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 26, 2014 2021 (as amendedextended, renewed, amended and restated, extended, supplemented or otherwise modified restated from time to time, the “Credit Agreement”)) among Shimmick Construction Company, among PBF Logistics LP Inc., a California corporation (the “Borrower”), Xxxxx Fargo BankSCCI National Holdings, National AssociationInc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto, and BMO XXXXXX BANK N.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party thereto). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 1(e)(2) 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: , 20202 EXHIBIT J INCREASE REQUEST Dated , 202 To: BMO Xxxxxx Bank N.A., as Administrative Agent under the Credit Agreement dated as of February 26, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), by and among Shimmick Construction Company, Inc., a California corporation (the “Borrower”), SCCI National Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto from time to time, and BMO Xxxxxx Bank N.A., as Administrative Agent Ladies and Gentlemen: The undersigned, Shimmick Construction Company, Inc., a California corporation (the “Borrower”), hereby refers to the Credit Agreement and requests that the Administrative Agent consent to an increase in the aggregate Commitment (the “Revolver Increase”), in accordance with Section 2.15 of the Credit Agreement, to be effected as [an increase in the Commitment of [Lender]] or [a new Commitment of [Lender]]. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. After giving effect to such Revolver Increase, the Commitment of [the Lender] shall be $[ ]. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Revolver Increase shall be effective when the executed consent of the Administrative Agent is received or otherwise in accordance with Section 2.15 of the Credit Agreement, but not in any case prior to February 26, 2024. It shall be a condition to the effectiveness of the Revolver Increase that all expenses referred to in Section 2.15 of the Credit Agreement shall have been paid. Borrower hereby certifies that (a) no Default or Event of Default has occurred and is continuing and (b) each of the representations and warranties set forth in Section 6 of the Credit Agreement and in the other Loan Documents are and remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on the effective date of this Revolver Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. Please indicate your consent to such Revolver Increase by signing the enclosed copy of this letter in the space provided below. Very truly yours, SHIMMICK CONSTRUCTION COMPANY, INC. By Name Title BMO XXXXXX BANK N.A. By Name Title SCHEDULE 2.2 COMMITMENTS [***] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) 6.2 SUBSIDIARIES [***] SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility6.19 COLLECTIVE BARGAINING AGREEMENTS [***] SCHEDULE 8.9 PERMITTED INVESTMENTS

Appears in 1 contract

Samples: Credit Agreement (Shimmick Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C To the extent that this Assignment and Assumption is to Term Loan Credit Facility (PBF Logistics LP) be cleared through an electronic clearing system, the Administrative Agent currently intends, based on circumstances existing on the date hereof, to use the ClearPar Settlement System, to the extent practicable and consistent with then current practice. EXHIBIT D-1 G‑1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Second Amended and Restated Credit Agreement, Agreement dated as of May 14April 16, 2014 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Fidelity National Financial, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and Swing Line Lender, and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Codecode, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-non U.S. Person status on IRS Form W-8BENW‑8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ [__] Exhibit D-1 Form of EXHIBIT G‑2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Second Amended and Restated Credit Agreement, Agreement dated as of May 14April 16, 2014 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Fidelity National Financial, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and Swing Line Lender, and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. non‑U.S. Person status on IRS Form W-8BENW‑8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ [__] Exhibit D-2 Form of EXHIBIT G‑3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Second Amended and Restated Credit Agreement, Agreement dated as of May 14April 16, 2014 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Fidelity National Financial, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and Swing Line Lender, and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W‑8BEN or (ii) an IRS Form W-8IMY W‑8IMY accompanied by an IRS Form W-8BEN W‑8BEN from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ [__] Exhibit D-3 Form of EXHIBIT G‑4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Second Amended and Restated Credit Agreement, Agreement dated as of May 14April 16, 2014 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Fidelity National Financial, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and Swing Line Lender, and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W‑8BEN or (ii) an IRS Form W-8IMY W‑8IMY accompanied by an IRS Form W-8BEN W‑8BEN from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:

Appears in 1 contract

Samples: Assignment and Assumption (Fidelity National Financial, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, dated as of May 14October 17, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Adobe Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT E-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14October 17, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Adobe Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT E-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14October 17, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Adobe Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT E-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14October 17, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Adobe Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iiic) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility________________________

Appears in 1 contract

Samples: Credit Agreement (Adobe Inc.)

General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by telecopy (or other electronic means method of transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New YorkCalifornia. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships for U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) [Date] Reference is hereby made to that certain Credit Agreement, dated as of May 14September 15, 2014 2015 (as amended, amended and restated, extendedsupplemented, supplemented restructured or otherwise modified modified, renewed or replaced from time to time, the “Credit Agreement”), among PBF Logistics LP Monotype Imaging Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Monotype Imaging Holdings Inc., a Delaware corporation (“Holdings”), the Lenders party thereto, Silicon Valley Bank, National Association, as administrative agent under the Credit Agreement Administrative Agent (in such capacity; the “Administrative Agent”) ), and each Lender from time to time party certain other parties thereto. Pursuant to the provisions of Section 1(e)(2) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Monotype Imaging Holdings Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy fax transmission or other electronic means mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) CHAR1\1537741v2 EXHIBIT D-1 FORM OF H-1 Form of U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, dated as of May 14July 20, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF FOREIGN LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 ___ CHAR1\1537741v2 EXHIBIT H-2 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14July 20, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 ____ CHAR1\1537741v2 EXHIBIT H-3 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14July 20, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of ____ CHAR1\1537741v2 EXHIBIT H-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14July 20, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION CHAR1\1537741v2 [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) ___ CHAR1\1537741v2 SCHEDULE I Commitments Initial Loan Commitments 2.01 COMMITMENTS AND APPLICABLE PERCENTAGES Lender Revolving Commitment Applicable Percentage of Revolving Commitment Term LoanCommitment Applicable Percentage ofTerm Loan Commitment Bank of America, N.A. $80,000,000.00 16.000000000% $45,000,000.00 18.000000000% Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 $80,000,000.00 16.000000000% Citibank$45,000,000.00 18.000000000% JPMORGAN CHASE BANK, N.A. $ 45,825,000 15.275 $80,000,000.00 16.000000000% $45,000,000.00 18.000000000% U.S. Bank National Association $80,000,000.00 16.000000000% $45,000,000.00 18.000000000% TD Bank, N.A. $55,000,000.00 11.000000000% $30,000,000.00 12.000000000% The Bank of Tokyo-Mitsubishi UFJ, Ltd. $50,000,000.00 10.000000000% $25,000,000.00 10.000000000% Deutsche Bank AG New York Branch $ 45,825,000 15.275 $50,000,000.00 10.000000000% Barclays $0.00 0.000000000% The Bank PLC $ 45,825,000 15.275 of New York Mellon $25,000,000.00 5.000000000% $15,000,000.00 6.000000000% Total $500,000,000.00 100.000000000% $250,000,000.00 100.000000000% SCHEDULE 10.02 ADMINISTRATIVE AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES SONOCO PRODUCTS COMPANY Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Electronic Mail: xxxxx.xxxxxxxx@xxxxxx.xxx Website Address: xxx.xxxxxx.xxx Tax ID Number: 00-0000000 ADMINSTRATIVE AGENT: Administrative Agent’s Office (for payments and Requests for Credit Suisse AGExtensions) Bank of America, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior FundingN.A. 000 Xxxx Xx XX0-000-00-00 Xxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx Wiring Instructions: Bank of America, N.A. ABA #: 000000000 New York, NY Account No.: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Sonoco Products Company Other Notices to Administrative Agent: Bank of America, N.A. Agency Management CA5-705-04-09 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Electronic Mail: xxxxx.xxxxx@xxxx.xxx SWING LINE LENDER: Bank of America, N.A. 000 Xxxx Xx XX0-000-00-00 Xxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx Wiring Instructions: Bank of America, N.A. ABA #: 000000000 New York, NY Account No.: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Sonoco Products Company SCHEDULE 10.06 PROCESSING AND RECORDATION FEES The Administrative Agent will charge a processing and recordation fee (an “Assignment Fee”) in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below: Transaction Assignment Fee First four concurrent assignments or suballocations to members of an Assignee Group (or from members of an Assignee Group, as applicable) ‑0‑ Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 Schedule 5.12(d) Pension Plans Sonoco Pension Plan Sonoco Pension Plan for Inactive Participants Schedule 5.13 Subsidiaries SUBSIDIARY NAME DATE ACQUIRED PLACE OF INCORPORATION Packaging Holdings, Inc. $ 45,825,000 15.275 % UBS AG3/15/2017 Delaware Peninsula Packaging, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 LLC 3/15/2017 California Penpack LLC 3/15/2017 California Penpack S. de X.X. de C.V. 3/15/2017 Mexico Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility7.01 Liens

Appears in 1 contract

Samples: Credit Agreement (Sonoco Products Co)

General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by telecopy (or other electronic means method of transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. US-DOCS\135774725.7 Exhibit C to Term Loan Credit Facility (PBF Logistics LP) E EXHIBIT D-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships for U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) [Date] Reference is hereby made to that certain Credit Agreement, dated as of May 14November 7, 2014 2022, (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP AIRSCULPT TECHNOLOGIES, INC., a Delaware corporation (“Holdings”), EBS INTERMEDIATE PARENT LLC, a Delaware limited liability company (“Intermediate Holdings”), EBS ENTERPRISES LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo the Lenders party thereto and Silicon Valley Bank, National Association, as administrative agent under the Credit Agreement Administrative Agent for such Lenders (in such capacity; the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C881(c) (3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility.

Appears in 1 contract

Samples: Credit Agreement

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and the other parties to the Credit Agreement and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE LENDERS; NOT PARTNERSHIPS FOR PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of May 14April 25, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rice Drilling B LLC, a Delaware limited liability company, as Borrower”), Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT G-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of May 14April 25, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rice Drilling B LLC, a Delaware limited liability company, as Borrower”), Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT G-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of May 14April 25, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rice Drilling B LLC, a Delaware limited liability company, as Borrower”), Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT G-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of May 14April 25, 2014 2013 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rice Drilling B LLC, a Delaware limited liability company, as Borrower”), Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LPSCHEDULE 7.04(c) FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE Nothing to disclose Schedule 7.04(c) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage 7.05 LITIGATION Nothing to disclose Schedule 7.05 SCHEDULE 7.06 ENVIRONMENTAL MATTERS Nothing to disclose Schedule 7.06 SCHEDULE 7.14 SUBSIDIARIES Restricted Subsidiaries Ownership of Restricted Subsidiary Jurisdiction of Organization Organizational Identification Number Principal Place of Business and Chief Executive Office Rice Drilling C LLC 100% by Rice Drilling B LLC Pennsylvania 3906088 000 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx XX 00000 Rice Drilling D LLC 100% by Rice Drilling B LLC Delaware 5060349 000 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx XX 00000 Unrestricted Subsidiaries Ownership of Unrestricted Subsidiary Jurisdiction of Organization Blue Tiger Oilfield Services LLC 100% membership interests owned by Rice Drilling B LLC Delaware RDB Real Estate Holding LLC* 100% membership interests owned by Rice Drilling B LLC Pennsylvania * entity to be dissolved Other Equity Interests owned by Credit Parties as of the Effective Date Entity Ownership of Entity Jurisdiction of Organization Countrywide Energy Services LLC 50% membership interests owned by Rice Drilling B LLC Pennsylvania Alpha Shale Holdings, LLC 50% membership interests owned by Rice Drilling C LLC Delaware Alpha Shale Resources, LP 49.95% limited partnership interest owned by Rice Drilling C LLC Delaware SCHEDULE 7.18 GAS IMBALANCES; TAKE OR PAY; OTHER PREPAYMENTS Nothing to disclose Schedule 7.18 SCHEDULE 7.19 MARKETING AGREEMENTS Nothing to disclose Schedule 7.19 SCHEDULE 7.20 SWAP AGREEMENTS Rice Drilling B LLC Effective Termination Notional Quantity Fixed Price Put Strike Price Call Strike Price Commodity Xxxx-to- Instrument Counterparty Date Date (MMBtu) ($/MMBtu) ($/MMBtu) ($/MMBtu) Reference Market* Swap Xxxxx Fargo Bank, National Association N.A. 8/1/2012 12/31/2013 10,360,000 $ 45,875,000 15.291666667 % Citibank, N.A. 3.225 N/A N/A Xxxxx Hub ($ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage 4,972,439 ) Swap Xxxxx Fargo Bank, National Association N.A. 4/1/2013 12/31/2014 6,400,000 $ 0 Citibank3.870 N/A N/A Xxxxx Hub ($ 1,902,193 ) Collar Xxxxx Fargo Bank, N.A. 1/1/2014 12/31/2014 3,650,000 N/A $ 0 Deutsche Bank AG New York Branch 3.000 $ 0 Barclays Bank PLC 5.800 Xxxxx Hub ($ 0 Credit Suisse AG172,296 ) Alpha Shale Resources LP (an Unrestricted Subsidiary) Effective Termination Total Notional Quantity Fixed Price Put Strike Price Call Strike Price Commodity Xxxx-to- Instrument Counterparty Date Date (MMBtu) ($/MMBtu) ($/MMBtu) ($/MMBtu) Reference Market* Swap Xxxxx Fargo Bank, Cayman Islands Branch N.A. 10/1/2012 12/31/2013 4,570,000 $ 0 Xxxxxx Xxxxxxx Senior Funding3.465 N/A N/A Xxxxx Hub ($ 1,764,911 ) Swap Xxxxx Fargo Bank, Inc. N.A. 1/1/2013 12/31/2013 3,650,000 $ 0 UBS AG3.580 N/A N/A Xxxxx Hub ($ 1,449,008 ) Swap Xxxxx Fargo Bank, Stamford Branch N.A. 5/1/2013 12/31/2014 12,200,000 $ 0 3.800 N/A N/A Xxxxx Hub ($ 4,593,169 ) Swap Xxxxx Fargo Bank, N.A. 1/1/2014 12/31/2014 3,650,000 $ 4.135 N/A N/A Xxxxx Hub ($ 287,509 ) Swap Xxxxx Fargo Bank, N.A. 1/1/2015 12/31/2015 3,650,000 $ 4.235 N/A N/A Xxxxx Hub ($ 183,264 ) * Xxxx-to-Market estimated by Xxxxx Fargo Bank, N.A. as of March 28, 2013. Schedule I 7.20 SCHEDULE 9.05 INVESTMENTS Nothing to Term Loan Credit Facility (PBF Logistics LP) disclose Schedule 9.05 SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility12.01

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 F-2 FORM OF ADMINISTRATIVE QUESTIONNAIRE [Attached hereto] EXHIBIT G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 21, 2014 2012 (as amended, amended and restated, extended, supplemented supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”)) among Grand Canyon Education, among PBF Logistics LP (Inc., a Delaware corporation, the “Borrower”)Guarantors identified therein, Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT G-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 21, 2014 2012 (as amended, amended and restated, extended, supplemented supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”)) among Grand Canyon Education, among PBF Logistics LP (a Delaware corporation, the “Borrower”)Guarantors identified therein, Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT G-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 21, 2014 2012 (as amended, amended and restated, extended, supplemented supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”)) among Grand Canyon Education, among PBF Logistics LP (Inc., a Delaware corporation, the “Borrower”)Guarantors identified therein, Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT G-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 21, 2014 2012 (as amended, amended and restated, extended, supplemented supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”)) among Grand Canyon Education, among PBF Logistics LP (Inc., a Delaware corporation, the “Borrower”)Guarantors identified therein, Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:

Appears in 1 contract

Samples: Credit Agreement (Grand Canyon Education, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the law of the State of New YorkYork applicable to contracts made and to be performed entirely within such State. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Loan and Guarantee Agreement dated as of May 14September [  ], 2014 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among PBF Logistics LP American Airlines, Inc. (the “Borrower”), Xxxxx Fargo BankAmerican Airlines Group Inc., National Associationa Delaware corporation, the Guarantors from time to time party thereto, the United States Department of the Treasury, as administrative agent under the Credit Agreement (the “Administrative Agent”) and Initial Lender, each Lender from time to time party theretothereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Guarantee Agreement dated as of May 14September [  ], 2014 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among PBF Logistics LP American Airlines, Inc. (the “Borrower”), Xxxxx Fargo BankAmerican Airlines Group, National AssociationInc., a Delaware corporation, the Guarantors from time to time party thereto, the United States Department of the Treasury, as administrative agent under the Credit Agreement (the “Administrative Agent”) and Initial Lender, each Lender from time to time party theretothereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANT] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Guarantee Agreement dated as of May 14September [  ], 2014 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among PBF Logistics LP American Airlines, Inc. (the “Borrower”), Xxxxx Fargo BankAmerican Airlines Group, National AssociationInc., a Delaware corporation, the Guarantors from time to time party thereto, the United States Department of the Treasury, as administrative agent under the Credit Agreement (the “Administrative Agent”) and Initial Lender, each Lender from time to time party theretothereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANT] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Guarantee Agreement dated as of May 14September [  ], 2014 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among PBF Logistics LP American Airlines, Inc. (the “Borrower”), Xxxxx Fargo BankAmerican Airlines Group Inc., National Associationa Delaware corporation, the Guarantors from time to time party thereto, the United States Department of the Treasury, as administrative agent under the Credit Agreement (the “Administrative Agent”) and Initial Lender, each Lender from time to time party theretothereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Loan and Guarantee Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankEXHIBIT C FORM OF NOTE [New York, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityYork] [Date]

Appears in 1 contract

Samples: Loan and Guarantee Agreement (American Airlines, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E FORM OF U.S. GUARANTEE AGREEMENT EXHIBIT X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, dated as of May 14August 26, 2014 (as may be amended, restated, amended and restated, extendedreplaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bankthe Lenders from time to time party thereto, National AssociationROYAL BANK OF CANADA, as administrative agent under for the Credit Agreement Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and each Lender from time to time the other agents and arrangers party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) Revolving Loans (as well as any Note(s) evidencing such Loan(s)Revolving Loans) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, and (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no interest to be received by it pursuant to the Credit Agreement is effectively connected with a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate and IRS Form W-8BEN or W-8BEN-E in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: ____________________________, 20[ ] EXHIBIT X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Credit Agreement, dated as of August 26, 2014 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and the other agents and arrangers party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Revolving Loans (as well as any Note(s) evidencing such Revolving Loans) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Revolving Loans (as well as any Note(s) evidencing such Revolving Loans), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its direct or indirect partners/members claiming the portfolio interest exemption is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no interest to be received by it or its indirect partners/members claiming the portfolio interest exemption pursuant to the Credit Agreement is effectively connected with a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of its partners/members claiming the portfolio interest exemption; provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, an IRS Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate and IRS Form W-8IMY and accompanying IRS Forms W-8BEN or W-8BEN-E in either the calendar year in which each payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [Signature Page Follows] [Lender] By: Name: Title: Date[Address] Dated: ____________________________, 20[ ] Exhibit D-1 Form of U.S. Tax Certificate EXHIBIT X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14August 26, 2014 (as may be amended, restated, amended and restated, extendedreplaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bankthe Lenders from time to time party thereto, National AssociationROYAL BANK OF CANADA, as administrative agent under for the Credit Agreement Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and each Lender from time to time the other agents and arrangers party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(e) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no interest to be received by it pursuant to the Credit Agreement is effectively connected with a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN or W-8BEN-E in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTParticipant] By: Name: Title: Date[Address] Dated: ____________________________, 20[ ] Exhibit D-2 Form of U.S. Tax Certificate EXHIBIT X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14August 26, 2014 (as may be amended, restated, amended and restated, extendedreplaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bankthe Lenders from time to time party thereto, National AssociationROYAL BANK OF CANADA, as administrative agent under for the Credit Agreement Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and each Lender from time to time the other agents and arrangers party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(e) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members claiming the portfolio interest exemption is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no interest to be received by it or its indirect partners/members claiming the portfolio interest exemption pursuant to the Credit Agreement is effectively connected with a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN or W-8BEN-E from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each ; provided that, for the avoidance of such partner’sdoubt, the foregoing shall not limit the obligation of the undersigned to provide, in the case of a partner/member’s beneficial owners that is member not claiming the portfolio interest exemption, an IRS Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable IRS Form W-8BENs W-8IMY and accompanying IRS Forms W-8BEN or W-8BEN-E in either the calendar year in which each payment is to be made to the undersignedunder-signed, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTSignature Page Follows] [Participant] By: Name: Title: Date[Address] Dated: ____________________________, 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 G FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSESPREPAYMENT NOTICE Dated: ____________, 20[_ ] To: Royal Bank of Canada, as Administrative Agent 00 Xxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Manager, Agency Services Group Ladies and Gentlemen: This Prepayment Notice is delivered to you pursuant to Section 2.05(e) Reference is hereby made to of that certain Credit Agreement, dated as of May 14August 26, 2014 (as may be amended, restated, amended and restated, extendedreplaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bankthe Lenders from time to time party thereto, National AssociationROYAL BANK OF CANADA, as administrative agent under for the Credit Agreement Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and each Lender from time to time the other agents and arrangers party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise Capitalized terms used but not defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them such terms in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANKThe undersigned Borrower hereby notifies you that, NATIONAL ASSOCIATION By: Name: Title: Date: effective as of [___________, 20[ 20__]1, the Borrower will make [an optional prepayment][a voluntary commitment reduction] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % 2[a mandatory prepayment] pursuant to Section [2.05(a)][2.05(b)][2.05(c)] of the Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction Agreement of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythe [Revolving Loans][Revolving Commitments] as specified below:

Appears in 1 contract

Samples: Credit Agreement (Fidelity & Guaranty Life)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) Form of Assignment and Assumption 129229619 EXHIBIT D-1 E-2 FORM OF ADMINISTRATIVE QUESTIONNAIRE [On file with Administrative Agent] 129229619 EXHIBIT F-1 Form of U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the 364-Day Credit Agreement, Agreement dated as of May 141, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Xxxx Stores, Inc., the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-1 Form of U.S. Tax Compliance Certificate 129229619 EXHIBIT F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 141, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Xxxx Stores, Inc., the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-2 Form of U.S. Tax Compliance Certificate 129229619 EXHIBIT F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 141, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Xxxx Stores, Inc., the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-3 Form of U.S. Tax Compliance Certificate 129229619 EXHIBIT F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 141, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Xxxx Stores, Inc., the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityU.S. Tax Compliance Certificate

Appears in 1 contract

Samples: Credit Agreement (Ross Stores, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, dated as of May 14December [·], 2014 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among PBF Logistics LP CBOE HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, National Associationtogether with the Company, as administrative agent under the Credit Agreement (each a “Borrower” and collectively the “Administrative AgentBorrowers) and each Lender ), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT E-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14December [·], 2014 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among PBF Logistics LP CBOE HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, National Associationtogether with the Company, as administrative agent under the Credit Agreement (each a “Borrower” and collectively the “Administrative AgentBorrowers) and each Lender ), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT E-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14December [·], 2014 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among PBF Logistics LP CBOE HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, National Associationtogether with the Company, as administrative agent under the Credit Agreement (each a “Borrower” and collectively the “Administrative AgentBorrowers) and each Lender ), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT E-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14December [·], 2014 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among PBF Logistics LP CBOE HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, National Associationtogether with the Company, as administrative agent under the Credit Agreement (each a “Borrower” and collectively the “Administrative AgentBorrowers) and each Lender ), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT F FORM OF SOLVENCY CERTIFICATE December [·], 2016 This Solvency Certificate (PBF Logistics LPthis “Solvency Certificate”) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankis delivered pursuant to Section 4.01(a)(vii) of that certain Credit Agreement, National Association $ 45,875,000 15.291666667 % Citibankdated as of December [·], N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Suisse AGAgreement”; the terms defined therein being used herein as therein defined), Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingby and among CBOE HOLDINGS, Inc. $ 45,825,000 15.275 % UBS AGINC., Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Banka Delaware corporation (the “Company”), National Association $ 0 Citibankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AGtogether with the Company, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Fundingeach a “Borrower” and collectively the “Borrowers”), Inc. $ 0 UBS AGthe Lenders from time to time party thereto, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. The undersigned hereby certifies, solely in his capacity as an officer of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxxthe Company and not in his individual capacity, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityas follows:

Appears in 1 contract

Samples: Credit Agreement (CBOE Holdings, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C-1 [FORM OF] US SOLVENCY CERTIFICATE December 18, 2020 Reference is hereby made to the Credit Agreement dated as of December 18, 2020 (PBF Logistics LPas amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WDB Holding PA, Inc., each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. This certificate is furnished pursuant to Section 4.01(i) SCHEDULE of the Credit Agreement. Solely in my capacity as a Financial Officer of the [Borrower][American Parent] and not individually (and without personal liability), I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankhereby certify, National Association $ 45,875,000 15.291666667 % Citibankthat as of the date hereof, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I after giving effect to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythe Loans made on the Closing Date:

Appears in 1 contract

Samples: Credit Agreement (TerrAscend Corp.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX EXEMPTION CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14March 22, 2014 2012, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, (as further amended, amended modified and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Tenneco Inc. (the “Borrower”), Xxxxx Fargo the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX EXEMPTION CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Third Amended and Restated Credit Agreement, dated as of May 14March 22, 2014 2012, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, (as further amended, amended modified and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Tenneco Inc. (the “Borrower”), Xxxxx Fargo the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX EXEMPTION CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14March 22, 2014 2012, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, (as further amended, amended modified and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Tenneco Inc. (the “Borrower”), Xxxxx Fargo the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of [FORM OF] U.S. Tax Certificate TAX EXEMPTION CERTIFICATE (For Foreign Participants that are Non-U.S. Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14March 22, 2014 2012, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, (as further amended, amended modified and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Tenneco Inc. (the “Borrower”), Xxxxx Fargo the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (Tenneco Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) E-5 Form of Assignment and Assumption EXHIBIT D-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Amended and Restated Credit Agreement, dated as of May 14August 11, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Pall Corporation, a New York corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENW-8BEN (or any applicable successor form). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 F-1 Form of U.S. Tax Compliance Certificate EXHIBIT F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, dated as of May 14August 11, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Pall Corporation, a New York corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BENW-8BEN (or any applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 F-2 Form of U.S. Tax Compliance Certificate EXHIBIT F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, dated as of May 14August 11, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Pall Corporation, a New York corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or any applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or any applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 F-3 Form of U.S. Tax Compliance Certificate EXHIBIT F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, dated as of May 14August 11, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Pall Corporation, a New York corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or any applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or any applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] F-4 Form of U.S. Tax Compliance Certificate EXHIBIT G FORM OF LENDER JOINDER AGREEMENT THIS LENDER JOINDER AGREEMENT, dated as of [________], 20[_] (PBF Logistics LPthis “Lender Joinder Agreement”), is made by [JOINING LENDER] (the “Joining Lender”) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % pursuant to Section 2.16(c) of the Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement identified below.

Appears in 1 contract

Samples: Credit Agreement (Pall Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Amended and Restated Credit Agreement, dated as of May 1419, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP SYNOPSYS, INC. (the “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National AssociationBANK OF AMERICA, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) ), and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a correct and complete certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. For the avoidance of doubt, such a certificate described in (2) of the preceding sentence shall be updated and provided to by the undersigned to the Administrative Agent and the Borrower prior to the next applicable payment date following a change described in (1) of the preceding sentence. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, dated as of May 1419, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP SYNOPSYS, INC. (the “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National AssociationBANK OF AMERICA, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) ), and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a correct and complete certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. For the avoidance of doubt, such a certificate described in (2) of the preceding sentence shall be updated and provided to by the undersigned to its participating Lender prior to the next applicable payment date following a change described in (1) of the preceding sentence. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, dated as of May 1419, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP SYNOPSYS, INC. (the “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National AssociationBANK OF AMERICA, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) ), and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a correct and complete IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. For the avoidance of doubt, such a certificate described in (2) of the preceding sentence shall be updated and provided to by the undersigned to its participating Lender prior to the next applicable payment date following a change described in (1) of the preceding sentence. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Non-U.S. Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, dated as of May 1419, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP SYNOPSYS, INC. (the “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National AssociationBANK OF AMERICA, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) ), and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a correct and complete IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. For the avoidance of doubt, such a certificate described in (2) of the preceding sentence shall be updated and provided to by the undersigned to the Administrative Agent and the Borrower prior to the next applicable payment date following a change described in (1) of the preceding sentence. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT E-1 FORM OF NEW LENDER SUPPLEMENT NEW LENDER SUPPLEMENT, dated , to the Amended and Restated Credit Agreement, dated as of May 19, 2015 (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankas amended, National Association $ 45,875,000 15.291666667 % Citibanksupplemented or otherwise modified from time to time, the “Credit Agreement”), among SYNOPSYS, INC. (the “Borrower”), the Lenders party thereto, BANK OF AMERICA, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Agreement and used herein shall have the meanings given to them in the Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement.

Appears in 1 contract

Samples: Guarantee Agreement (Synopsys Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Syndicated Facility Agreement dated as of May 14April 17, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PBF Logistics LP ResMed Limited ACN 003 765 142, a company incorporated in the Commonwealth of Australia (the “Borrower”), Xxxxx Fargo ResMed Inc., a Delaware corporation, the lenders who are or may become a party thereto, as Lenders, MUFG Union Bank, National AssociationN.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) ), Joint Lead Arranger and each Lender from time to time party theretoJoint Book Runner, and Westpac Banking Corporation, as Syndication Agent, Joint Lead Arranger and Joint Book Runner. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of 20 EXHIBIT E-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Syndicated Facility Agreement dated as of May 14April 17, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PBF Logistics LP ResMed Limited ACN 003 765 142, a company incorporated in the Commonwealth of Australia (the “Borrower”), Xxxxx Fargo ResMed Inc., a Delaware corporation, the lenders who are or may become a party thereto, as Lenders, MUFG Union Bank, National AssociationN.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) ), Joint Lead Arranger and each Lender from time to time party theretoJoint Book Runner, and Westpac Banking Corporation, as Syndication Agent, Joint Lead Arranger and Joint Book Runner. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of 20 EXHIBIT E-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Syndicated Facility Agreement dated as of May 14April 17, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PBF Logistics LP ResMed Limited ACN 003 765 142, a company incorporated in the Commonwealth of Australia (the “Borrower”), Xxxxx Fargo ResMed Inc., a Delaware corporation, the lenders who are or may become a party thereto, as Lenders, MUFG Union Bank, National AssociationN.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) ), Joint Lead Arranger and each Lender from time to time party theretoJoint Book Runner, and Westpac Banking Corporation, as Syndication Agent, Joint Lead Arranger and Joint Book Runner. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of 20 EXHIBIT E-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Syndicated Facility Agreement dated as of May 14April 17, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PBF Logistics LP ResMed Limited ACN 003 765 142, a company incorporated in the Commonwealth of Australia (the “Borrower”), Xxxxx Fargo ResMed Inc., a Delaware corporation, the lenders who are or may become a party thereto, as Lenders, MUFG Union Bank, National AssociationN.A., as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) ), Joint Lead Arranger and each Lender from time to time party theretoJoint Book Runner, and Westpac Banking Corporation, as Syndication Agent, Joint Lead Arranger and Joint Book Runner. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iiic) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility

Appears in 1 contract

Samples: Syndicated Facility Agreement (Resmed Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May 14October , 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Dollar General Corporation, the “Borrower”)Lenders parties thereto, Xxxxx Fargo BankCitibank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , the other agents parties thereto, and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT D-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May 14October , 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Dollar General Corporation, the “Borrower”)Lenders parties thereto, Xxxxx Fargo BankCitibank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , the other agents parties thereto, and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT D-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May 14October , 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Dollar General Corporation, the “Borrower”)Lenders parties thereto, Xxxxx Fargo BankCitibank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , the other agents parties thereto, and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT D-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May 14October , 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Dollar General Corporation, the “Borrower”)Lenders parties thereto, Xxxxx Fargo BankCitibank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , the other agents parties thereto, and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (Dollar General Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopy, emailed pdf, or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 F-1 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN NON-U.S. LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Date: , Reference is hereby made to that certain Credit and Guarantee Agreement, dated as of May 14September 21, 2014 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Block Financial LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo BankH&R Block, National AssociationInc., as administrative agent under Guarantor, the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: EXHIBIT F-1, 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) - Solo Page EXHIBIT D-2 F-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS NON-U.S. LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Date: , Reference is hereby made to that certain Credit and Guarantee Agreement, dated as of May 14September 21, 2014 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Block Financial LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo BankH&R Block, National AssociationInc., as administrative agent under Guarantor, the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 1(e)(22.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: EXHIBIT F-3 FORM OF U.S. TAX CERTIFICATE (FOR NON-U.S. PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Date: , Reference is hereby made to that certain Credit and Guarantee Agreement, dated as of September 21, 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Block Financial LLC, a Delaware limited liability company (the “Borrower”), H&R Block, Inc., as Guarantor, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: EXHIBIT F-3, 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes) - Solo Page EXHIBIT D-3 F-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN NON-U.S. PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Date: , Reference is hereby made to that certain Credit and Guarantee Agreement, dated as of May 14September 21, 2014 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Block Financial LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo BankH&R Block, National AssociationInc., as administrative agent under Guarantor, the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: EXHIBIT F-4, 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes) - Solo Page EXHIBIT D-4 G FORM OF U.S. TAX CERTIFICATE INCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, dated , 20 (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made this “Supplement”), by and among each of the signatories hereto, to that certain the Credit Agreement, dated as of May 14September 21, 2014 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Block Financial LLC (the “Borrower”), Xxxxx Fargo H&R Block, Inc., as Guarantor, the Lenders party thereto and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C (to Term Loan the Credit Facility (PBF Logistics LPAgreement) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, dated as of May 14June 30, 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP PacifiCorp (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and the LC Issuing Banks party thereto from time party theretoto time. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: [NAME OF LENDER] By Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT F-2 (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14June 30, 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP PacifiCorp (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and the LC Issuing Banks party thereto from time party theretoto time. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT F-3 (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14June 30, 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP PacifiCorp (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and the LC Issuing Banks party thereto from time party theretoto time. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT F-4 (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14June 30, 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP PacifiCorp (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and the LC Issuing Banks party thereto from time party theretoto time. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender LIST OF COMMITMENT AMOUNTS AND APPLICABLE LENDING OFFICES PACIFICORP U.S. $400,000,000 Credit Agreement Name of Bank Commitment Applicable Percentage Amount DomesticLending Office EurodollarLending Office JPMorgan Chase Bank, N.A. $26,790,017.21 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0 Xxxxx 0 Xxxxxx, Xxxxxxxx 00000-0000 Contact: Xxxx JavellanaPhone: (212) 270-4272Email: xxxx.x.xxxxxxxxx@jpmorgan.comGroup Email : xx_xxx@xxxxxxxx.xxx Same as Domestic Lending Office Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % $26,790,017.21 0000 XX 0xx Xxx XXX: P6101-066 Xxxxxxxx, Xxxxxx 00000 Contact: Xxxx LarpenteurPhone: (503) 886-2216Fax: (866) 629-0772Email: Xxxxxxxx@xxxxxxxxxx.xxx Same as Domestic Lending Office MUFG Union Bank, N.A. $26,790,017.21 000 Xxxxx Xxxxxxxx Xxxxxx, 15th FloorLos Angeles, California 90071 Contact: Lindsay MinnemanPhone: (213) 236-5726Email: lminneman@us.mufg.jpGroup Email: #xxx_xxxx@xxxxxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office Mizuho Bank, Ltd. $26,790,017.21 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxxx ChangPhone: (212) 282-3465Fax: (212) 282-4488Email: xxxxxx.xxxxx@mizuhocbus.comGroup Email: XXX_XXXxxx0@xxxxxxxxxx.xxx Same as Domestic Lending Office Citibank, N.A. $ 45,825,000 15.275 % Deutsche $26,790,017.21 000 Xxxx Xxxxxx, 00xx Xxxxx 0 Xxx Xxxx, Xxx Xxxx 00000 Contact: Loan AdministrationPhone: (000) 000-0000 Fax: (000) 000-0000 Email: XXXxxxxxxxxxxXxx@xxxx.xxx Same as Domestic Lending Office Barclays Bank AG PLC $18,313,253.01 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxx Xxxxx Phone: (212) 526-0787Email: xxx.xxxxx@barclays.comGroup Email: xxxXXXxxxXxx0@Xxxxxxxx.xxx Same as Domestic Lending Office U.S. Bank National Association $26,790,017.21 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Contact: Holland X. Xxxxxxxx Phone: (208) 383-7565Fax: (208) 383-7489Email: xxxxxxxxxxxxxx.xxxxxxxx@xxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office BNP Paribas $26,790,017.21 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Denis O’MearaPhone: (212) 471-8108Fax: (212) 841-2745Email: xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxx.xxx Same as Domestic Lending Office Bank of Montreal, Chicago Branch $18,936,425.33 000 X. XxXxxxx St. Chicago, IL 60603 Contact: Xxxxx McDonaldPhone: (403) 515-3663Fax: (403) 515-3650Email: xxxxx.xxxxxxxx@xxx.xxx Same as Domestic Lending Office Royal Bank of Canada $18,313,253.01 Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxx HoffmanPhone: (212) 428-6602Fax: (212) 428-6201Email: xxxx.xxxxxxx@xxxxx.xxx Same as Domestic Lending Office The Bank of Nova Scotia $18,313,253.01 000 Xxxx Xxxxxx X-0xx xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 Contact: Xxxxx Aboul-NajaPhone: 416 866 3636Fax: 212 225 5709Email: Xxxxx.Xxxxx-Xxxx@xxxxxxxxxx.xxxXxxxx Email: XXXXXXxxx_XxxxXxx@xxxxxxxxxx.xxx Same as Domestic Lending Office Sumitomo Mitsui Banking Corporation $13,886,711.90 000 Xxxx XxxxxxXxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxxx YiPhone: (646) 231-7489Fax : (212) 224-4397Email: Roland_Yi@smbc Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office CoBank, ACB $15,149,140.25 0000 X. Xxxxxxxx Xxxxx XxxxxxXxxxxxxxx Xxxxxxx, XX 00000 Contact: Josh BatchelderPhone: (303) 740-4120Fax : (000) 000-0000 Email: xxxxxxxxxxx@xxxxxx.xxxXxxxx Email: xxxxxxxxxx@xxxxxx.xxx Same as Domestic Lending Office The Bank of New York Mellon $17,421,511.29 0000 Xxxxxxx XxxxXxxxxxxx, XX 00000 Contact: Xxxxxx X. MurphyPhone: (315) 765-4317Fax: (315) 765-4822Email: Xxxxxx.xxxxxx@xxxxxxxxx.xxx Same as Domestic Lending Office KeyBank National Association $13,381,740.55 0000 Xxxxxxxx XxxxXxxxxxxx, OH 44144 Contact: Xxxxxx Xxxxxxx Phone: (216) 813-4804Fax: (000) 000-0000 (Note : All notices must be faxed)Email: Xxxxxx_Xxxxxxx@Xxxxxxx.xxx Same as Domestic Lending Office SunTrust Bank $10,099,426.83 000 Xxxxxxxxx Xxxxxx XxxxxxxXxxxxxx, XX 00000 Contact: Meta TshimangaPhone: (770) 352-5231Fax: (844) 288-3379Email: Xxxx.Xxxxxxxxx@xxxxxxxx.xxx Same as Domestic Lending Office TD Bank N.A. $10,099,426.83 0000 Xxxxxx XxxxxxXxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Contact: Vijad PrasadPhone: (646) 652-1427Email: xxxxx.xxxxxx@xx.xxxXxxxx Email: xxxxxxxx.xxxxxxxxxx@xxxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office Canadian Imperial Bank of Commerce, New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG$16,916,539.95 000 Xxx Xxxxxx, Cayman Islands Branch $ 45,825,000 15.275 % 0xx XxxxxXxxxxxx, XX X0X 0X0 Contact: Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo TomPhone: (416) 542-4446Fax: (000) 000-0000 Same as Domestic Lending Office PNC Bank, National Association $ 0 Citibank$14,139,197.57 000 Xxxxx Xxxxxx Xxx XXX Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Contact: Xxxxx GordonPhone: (440) 546-6564Fax: (877) 717-5502Email: xxxxx.xxxxxx@pnc.comGroup Email: xxxxxxxxxxxxxXX00XXX@xxx.xxx Same as Domestic Lending Office National Cooperative Services Corporation (NCSC) $25,000,000.00 00000 Xxxxxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 Contact: Xxxxx RodriguesPhone: (703) 467-2740Fax: (703) 467-5653Email: Xxxxx.Xxxxxxxxx@xxxxxx.xxxx Same as Domestic Lending Office The Northern Trust Company $2,500,000.00 00 X. XxXxxxx StreetChicago, Illinois 60603 Contact: Xxxxxxx Xxxxxxxx Phone: (312) 557-3075Fax: (312) 557-1425Email: xx00@xxxx.xxx Same as Domestic Lending Office TOTAL $400,000,000 SCHEDULE II LIST OF FRONTING COMMITMENTS PACIFICORP U.S. $400,000,000 Credit Agreement LC Issuing Bank LC Issuing Bank Address Fronting Commitment JPMorgan Chase Bank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG500 Xxxxxxx Xxxxxxxxxx Xxxx, Cayman Islands Branch $ 0 Ops 2, Floor 03Newark, Delaware 00000-0000 Contact: Xxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (201) 244-3885Email: xxxx.xxxxxxxx@xxxxxxxx.xxx $125,000,000 MUFG Union Bank, N.A. 440 Xxxxx Xxxxxxxx Xxxxxx, G16-110Los Angeles, CA 90071 Contact: Lindsay MinnemanPhone: (213) 236-5726Email: lminneman@us.mufg.jpGroup Email: #xxx_xxxx@xxxxxxxxx.xxx $75,000,000 Mizuho Bank, Ltd. 1200 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx xx xxx Xxxxxxxx Xxx XxxxxxxxxxXxxx, Xxx Xxxx 00000 Xontact: Xxxxxx 00000 Schedule II to Term Loan ChangPhone: (212) 282-3465Fax: (212) 282-4488Email: xxxxxx.xxxxx@mizuhocbus.comGroup Email: XXX_XXXxxx0@xxxxxxxxxx.xxx $75,000,000 SCHEDULE III LIST OF MATERIAL SUBSIDIARIES PACIFICORP U.S. $400,000,000 Credit FacilityAgreement None. SCHEDULE IV EXISTING LETTERS OF CREDIT

Appears in 1 contract

Samples: Credit Agreement (Pacificorp /Or/)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of New YorkTexas. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 27, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rosehill Operating Company, LLC, as Borrower”), Xxxxx Fargo PNC Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its nonNon-U.S. Person Lender status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20201[ ] Exhibit D-1 Form of EXHIBIT H-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 27, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rosehill Operating Company, LLC, as Borrower”), Xxxxx Fargo PNC Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its nonNon-U.S. Person Lender status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20201[ ] Exhibit D-2 Form of EXHIBIT H-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 27, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rosehill Operating Company, LLC, as Borrower”), Xxxxx Fargo PNC Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20201[ ] Exhibit D-3 Form of EXHIBIT H-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Non-U.S. Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 27, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rosehill Operating Company, LLC, as Borrower”), Xxxxx Fargo PNC Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20201[ ] (PBF Logistics LP) Exhibit H-4 – Solo Page SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) 7.05 LITIGATION None. [Remainder of Page Intentionally Left Blank] SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction 7.05 – PAGE 1 SCHEDULE 7.06 ENVIRONMENTAL MATTERS None. [Remainder of Organization: Delaware Type Page Intentionally Left Blank] SCHEDULE 7.06 – PAGE 1 SCHEDULE 7.12 INSURANCE [Provided Separately] SCHEDULE 7.14 SUBSIDIARIES None. [Remainder of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location Page Intentionally Left Blank] SCHEDULE 7.14 – PAGE 1 SCHEDULE 7.19 GAS IMBALANCES None. [Remainder of Chief Executive Office or Sole Place Page Intentionally Left Blank] SCHEDULE 7.19 – PAGE 1 SCHEDULE 7.20 MARKETING OF PRODUCTION [Provided Separately] SCHEDULE 7.22 SWAP AGREEMENTS [Provided Separately] SCHEDULE 9.05 INVESTMENTS None. [Remainder of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityPage Intentionally Left Blank]

Appears in 1 contract

Samples: Credit Agreement (Rosehill Resources Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, dated as of May 14[_______], 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP RXXXX TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National Associationthe Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or Form W-8BEN-E (or such successor form thereto required under applicable law as of the date hereof). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14[_______], 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP RXXXX TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National Associationthe Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or Form W-8BEN-E (or such successor form thereto required under applicable law as of the date hereof). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14[_______], 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP RXXXX TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National Associationthe Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemptionexemption (or such successor form thereto required under applicable law as of the date hereof). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Non-U.S. Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14[_______], 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP RXXXX TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”), Xxxxx Fargo Bankthe Lenders party thereto, National Associationthe Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemptionexemption (or such successor form thereto required under applicable law as of the date hereof). By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT E FORM OF NEW LENDER SUPPLEMENT NEW LENDER SUPPLEMENT (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments this “New Lender Commitment Applicable Percentage Xxxxx Fargo Supplement”), dated ______, 20__, to the Credit Agreement, dated as of [______], 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Rxxxx Technologies, Inc. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”), the Lenders parties thereto, the Documentation Agents and Syndication Agents named therein, and JPMorgan Chase Bank, National Association $ 45,875,000 15.291666667 % CitibankN.A., N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AGas administrative agent (in such capacity, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythe “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Roper Technologies Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT E-1 [Reserved.] EXHIBIT E-2 [Reserved.] EXHIBIT F [Reserved.] Exhibit C to Term Loan Credit Facility (PBF Logistics LP) F-1 EXHIBIT D-1 G [Reserved.] Exhibit G-1 EXHIBIT H [Reserved.] Exhibit H-1 EXHIBIT I [Reserved.] Exhibit I-1 EXHIBIT J-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November [7], 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (McKesson Corporation, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT J-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November [7], 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (McKesson Corporation, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT J-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November [7], 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (McKesson Corporation, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) it and/or its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT J-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14November [7], 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (McKesson Corporation, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it and/or its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (McKesson Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 C-2 Administrative Questionnaire Attached EXHIBIT D Opinion of Counsel Attached EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14July 11, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Conagra Brands, Inc. (the “BorrowerCompany”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Compliance Certificate EXHIBIT E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14July 11, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Conagra Brands, Inc. (the “BorrowerCompany”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Compliance Certificate EXHIBIT E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14July 11, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Conagra Brands, Inc. (the “BorrowerCompany”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Compliance Certificate EXHIBIT E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14July 11, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Conagra Brands, Inc. (the “BorrowerCompany”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankForm of U.S. Tax Compliance Certificate EXHIBIT F [FORM OF] SOLVENCY CERTIFICATE of CONAGRA BRANDS, National Association $ 45,875,000 15.291666667 % CitibankINC. AND ITS SUBSIDIARIES Pursuant to Section [•] of the Credit Agreement, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AGthe undersigned hereby certifies, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingsolely in such undersigned’s capacity as [chief financial officer] [treasurer] of Conagra Brands, Inc. $ 45,825,000 15.275 % UBS AG(“Company”), Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankand not individually, National Association $ 0 Citibankas follows: As of the date hereof, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 after giving effect to the consummation of the Transactions, including the making of the loans under the Credit Suisse AGAgreement, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I and after giving effect to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction the application of Organization: Delaware Type the proceeds of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitysuch indebtedness:

Appears in 1 contract

Samples: Term Loan Agreement (Conagra Brands Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 C-2 Administrative Questionnaire Attached EXHIBIT D Opinion of Counsel Attached EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14August 26, 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Conagra Brands, Inc. (the “BorrowerCompany”), Xxxxx Fargo BankFarm Credit Services of America, National AssociationPCA, as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Compliance Certificate EXHIBIT E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14August 26, 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Conagra Brands, Inc. (the “BorrowerCompany”), Xxxxx Fargo BankFarm Credit Services of America, National AssociationPCA, as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Compliance Certificate EXHIBIT E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14August 26, 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Conagra Brands, Inc. (the “BorrowerCompany”), Xxxxx Fargo BankFarm Credit Services of America, National AssociationPCA, as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Compliance Certificate EXHIBIT E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14August 26, 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Conagra Brands, Inc. (the “BorrowerCompany”), Xxxxx Fargo BankFarm Credit Services of America, National AssociationPCA, as administrative agent under the Credit Agreement (the “Administrative Agent”) Agent and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Term Loan Agreement (Conagra Brands Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. ************ Exhibit C to Term Loan Credit Facility (PBF Logistics LP) E – Page 6 EXHIBIT D-1 F FORM OF SECURITY AGREEMENT [Attached] EXHIBIT G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, dated as of May 14December 20, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among PBF Logistics LP CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under certain Subsidiaries of the Credit Agreement (the “Administrative Agent”) and each Lender Borrower from time to time party thereto, as Subsidiary Guarantors, the lenders from time to time party thereto (the “Lenders”) and TRUIST BANK, as the Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 1(e)(23.03(g)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments under any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN, IRS Form W-8BEN-E or any successor form. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Exhibit D-1 Form of __ EXHIBIT G-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14December 20, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among PBF Logistics LP CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under certain Subsidiaries of the Credit Agreement (the “Administrative Agent”) and each Lender Borrower from time to time party thereto, as Subsidiary Guarantors, the lenders from time to time party thereto (the “Lenders”) and TRUIST BANK, as the Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 1(e)(23.03(g)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments under any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN, IRS Form W-8BEN-E or any successor form. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the IRS Form W-8BEN changesinformation on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writingwriting and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Exhibit D-2 Form of __ EXHIBIT G-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14December 20, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among PBF Logistics LP CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under certain Subsidiaries of the Credit Agreement (the “Administrative Agent”) and each Lender Borrower from time to time party thereto, as Subsidiary Guarantors, the lenders from time to time party thereto (the “Lenders”) and TRUIST BANK, as the Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 1(e)(23.03(g)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members that is claiming the portfolio interest exemption on its own behalf is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption on its own behalf is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments under any Loan Document are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners. The undersigned has furnished its participating Lender with IRS Form W-8IMY (or any applicable successor form) accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemptionexemption on behalf of itself or any of its beneficial owners: (i) an IRS Form W-8BEN W-8BEN, or (ii) an IRS Form W-8IMY accompanied by an W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8IMY. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any of the IRS Form W-8BENs changesrespect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Exhibit D-3 Form of __ EXHIBIT G-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14December 20, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among PBF Logistics LP CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under certain Subsidiaries of the Credit Agreement (the “Administrative Agent”) and each Lender Borrower from time to time party thereto, as Subsidiary Guarantors, the lenders from time to time party thereto (the “Lenders”) and TRUIST BANK, as the Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 1(e)(23.03(g)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members that is claiming the portfolio interest exemption on its own behalf is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption on its own behalf is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments under any Loan Document are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY (or any applicable successor form) accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemptionexemption on behalf of itself or any of its beneficial owners: (i) an IRS Form W-8BEN W-8BEN, or (ii) an IRS Form W-8IMY accompanied by an W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8IMY, as applicable. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20__ EXHIBIT H FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of the ____ day ___________, 20___ (PBF Logistics LPthis “Agreement”), to the Credit Agreement referred to below is given by [NAME OF ADDITIONAL GUARANTOR], a _____________________ (the “Additional Guarantor”) XXXXX FARGO in favor of TRUIST BANK, NATIONAL ASSOCIATION By: Name: Title: Date: as the Administrative Agent and Collateral Agent (the “Agent”) for itself and the other lenders under the Credit Agreement referred to below (collectively, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Banktogether with their respective successors and assigns, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility“Lenders”).

Appears in 1 contract

Samples: Credit Agreement (Circor International Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 14November 2, 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP among, inter alia, Tech Data Corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT E-2 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 14November 2, 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP among, inter alia, Tech Data Corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT E-3 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 14November 2, 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP among, inter alia, Tech Data Corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT E-4 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 14November 2, 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP among, inter alia, Tech Data Corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] (PBF Logistics LPEXHIBIT F [FORM OF] [DATE] This Solvency Certificate is delivered pursuant to Section 5.02(g) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to of the Term Loan Credit Facility Agreement, dated as of November 2, 2016 (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among, inter alia, Tech Data Corporation (the “Borrower”), the Lenders from time to time party thereto and Bank of Organization: Delaware Type America, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies, solely in his capacity as an officer of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxxthe Borrower and not in his individual capacity, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityas follows:

Appears in 1 contract

Samples: Assignment and Assumption (Tech Data Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, dated as of May 14June 2, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxxx Energy Resources, Inc., a corporation duly formed and existing under the law of the State of Tennessee (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent (in such capacity, “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(sLoans(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding such payments, or at such times as are reasonably requested by the Borrower or the Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14June 2, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxxx Energy Resources, Inc., a corporation duly formed and existing under the law of the State of Tennessee (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent (in such capacity, “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS an Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the IRS Form W-8BEN changesinformation on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writingwriting and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementor at such times as are reasonably requested by such Lender. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT G-3 U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14June 2, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxxx Energy Resources, Inc., a corporation duly formed and existing under the law of the State of Tennessee (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent (in such capacity, “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Internal Revenue Service Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such direct or indirect partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any of the IRS Form W-8BENs changesmaterial respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementor at such times as are reasonably requested by such Lender. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT G-4 U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14June 2, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxxx Energy Resources, Inc., a corporation duly formed and existing under the law of the State of Tennessee (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent (in such capacity, “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Internal Revenue Service Form W-8BEN or (ii) an IRS Internal Revenue Service Form W-8IMY accompanied by an IRS Internal Revenue Service Form W-8BEN from each of such direct or indirect partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding such payments, or at such times as are reasonably requested by the Borrower or the Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT H FORM OF RESERVE REPORT CERTIFICATE [________], 201[_] This Reserve Report Certificate is furnished pursuant to Section 8.12(c) of the Credit Agreement dated as of June 2, 2014 among Xxxxxx Energy Resources, Inc., a corporation duly formed and existing under the laws of the State of Tennessee (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankthe “Borrower”), each of the Lenders party from time to time thereto and KeyBank National Association $ 45,875,000 15.291666667 % CitibankAssociation, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % as administrative agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Suisse AGAgreement. The undersigned, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingsolely in [his][her] capacity as [Responsible Officer] of the Borrower, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction hereby certifies on behalf of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythe Borrower that in all material respects:

Appears in 1 contract

Samples: Credit Agreement (Miller Energy Resources, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkTexas. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14February 28, 2014 2017 (as amended, restated, amended and restated, extendedrenewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxx Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Petroleum Corporation as Parent Guarantor, each Subsidiary Guarantor from time to time party thereto, Xxxxx Fargo Bank, National Association, Association as administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender the Lenders from time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 1(e)(25.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Commitment, the Loan(s) (as well as any Note(s) evidencing such Loan(s)), and the Letters of Credit in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate or in such Form W-8BEN or Form W-8BEN-E changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment under the Credit Agreement or any other Loan Document is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: , 201 EXHIBIT H-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Petroleum Corporation as Parent Guarantor, each Subsidiary Guarantor from time to time party thereto, Xxxxx Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Commitment, the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), and the Letters of Credit (iii) with respect to the extension of credit pursuant to the Credit Agreement, neither the undersigned nor any of its direct or indirect partners/members is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iiiiv) it none of its direct or indirect partners/members is not a ten “10-percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (ivv) it none of its direct or indirect partners/members is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its direct or indirect partner/members’ conduct of a U.S. trade or business. The undersigned has furnished furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with a certificate IRS Form W-8IMY accompanied by one of the following forms from each of its non-U.S. Person status on direct or indirect partners/members that is claiming the portfolio interest exception: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such direct or indirect partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate or in such Form W-8IMY, Form W-8BEN or Form W-8BEN-E changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment under the Credit Agreement or any other Loan Document is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: , 201 EXHIBIT H-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Petroleum Corporation as Parent Guarantor, each Subsidiary Guarantor from time to time party thereto, Xxxxx Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(25.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10-percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS in such Form W-8BEN or Form W-8BEN-E changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment under the Credit Agreement or any other Loan Documents is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201 EXHIBIT H-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Petroleum Corporation as Parent Guarantor, each Subsidiary Guarantor from time to time party thereto, Xxxxx Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(25.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business “bank” within the meaning of Section 881(c)(3)(A881 (c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10-percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B871(h) (3)(B) of the Code and Code, (v) none of its direct or indirect partners/members that is a beneficial owner of such participation is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its director or indirect partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemptionexception: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such direct or indirect partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS in such Form W-8BENs W-8IMY, such Form W-8BEN or Form W-8BEN-E changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment under the Credit Agreement or any other Loan Documents is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201 EXHIBIT I [FORM OF] SOLVENCY CERTIFICATE Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Xxxxx Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Petroleum Corporation, a Delaware corporation as Parent Guarantor (collectively with the Borrower the “Obligors” and each individually an “Obligor”) Xxxxx Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the The undersigned hereby certifies that (i) it is as of February 28, 2017, in the sole record owner undersigned’s capacity as an officer, and not in the undersigned’s personal capacity, of each of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityObligors:

Appears in 1 contract

Samples: Credit Agreement (Berry Petroleum Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other in electronic means (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 C-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME Federal Income Tax Purposes) U.S. TAX PURPOSESCOMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the First Amended and Restated Credit Agreement, dated as of May 14June 11, 2014 2024 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Mississippi, Xxxxx Fargo BankLLC, National AssociationCitibank, N.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: _______________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT C-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR For Foreign Participants That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the First Amended and Restated Credit Agreement, dated as of May 14June 11, 2014 2024 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Mississippi, Xxxxx Fargo BankLLC, National AssociationCitibank, N.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT C-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR For Foreign Participants That Are Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the First Amended and Restated Credit Agreement, dated as of May 14June 11, 2014 2024 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Mississippi, Xxxxx Fargo BankLLC, National AssociationCitibank, N.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT C-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR For Foreign Lenders That Are Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the First Amended and Restated Credit Agreement, dated as of May 14June 11, 2014 2024 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Mississippi, Xxxxx Fargo BankLLC, National AssociationCitibank, N.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: _______________________ Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (Entergy Mississippi, LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) Form of Assignment and Assumption EXHIBIT D-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of May 14February 25, 2014 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among PBF Logistics LP CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, National Associationtogether with the Company, as administrative agent under the Credit Agreement (each a “Borrower” and collectively the “Administrative AgentBorrowers) and each Lender ), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-1 Form of U.S. Tax Compliance Certificate EXHIBIT E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of May 14February 25, 2014 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among PBF Logistics LP CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, National Associationtogether with the Company, as administrative agent under the Credit Agreement (each a “Borrower” and collectively the “Administrative AgentBorrowers) and each Lender ), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-2 Form of U.S. Tax Compliance Certificate EXHIBIT E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of May 14February 25, 2014 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among PBF Logistics LP CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, National Associationtogether with the Company, as administrative agent under the Credit Agreement (each a “Borrower” and collectively the “Administrative AgentBorrowers) and each Lender ), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Exhibit D-3 Form of U.S. Tax Compliance Certificate EXHIBIT E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of May 14February 25, 2014 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among PBF Logistics LP CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bankcertain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, National Associationtogether with the Company, as administrative agent under the Credit Agreement (each a “Borrower” and collectively the “Administrative AgentBorrowers) and each Lender ), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless [NAME OF XXXXXX] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT F FORM OF DESIGNATION AGREEMENT [DATE] To: Bank of America, N.A., as Administrative Agent under the Credit Agreement (as defined below) Ladies and Gentlemen: Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; except with respect to terms defined herein, the terms defined in therein being used herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender. Please be advised that the Company hereby, pursuant to Section 2.15(a) of the Credit Agreement, designates its undersigned Subsidiary, ____________ (the “Designated Borrower”), as a “Designated Borrower” under and for all purposes of the Credit Agreement. The documents required to be delivered to the Administrative Agent under Sections 2.15 and 4.03, as applicable, of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement. The parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower, in consideration of each Lender’s agreement to extend credit to it under and used herein shall have on the meanings given to them terms and conditions set forth in the Credit Agreement, shall have all obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original party to the Credit Agreement as a “Borrower” and a “Designated Borrower” thereunder. (PBF Logistics LP) XXXXX FARGO BANKEffective as of the date hereof, NATIONAL ASSOCIATION By: Name: Title: Date: the Designated Borrower confirms its acceptance of, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. In furtherance of the foregoing, the Designated Borrower hereby represents and warrants to the Administrative Agent and each Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythat:

Appears in 1 contract

Samples: Credit Agreement (Cboe Global Markets, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic means transmission shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) [Remainder of page intentionally left blank] EXHIBIT D-1 FORM OF E-1 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-US Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the First Lien Credit and Guaranty Agreement, dated as of May 14August 18, 2014 (as it may be amended, amended and restated, extended, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”), by and among PBF Logistics LP Alion Science and Technology Corporation (the “Borrower”), Xxxxx Fargo Bank, National Associationcertain Subsidiaries of Borrower, as administrative agent under Guarantors, the Credit Agreement (Lenders party thereto from time to time, Xxxxxxx Xxxxx Lending Partners LLC, as an Arranger, the “Administrative Agent”) other Arrangers and each Lender Agents party thereto from time to time party theretoand Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.20(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT E-2 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Non-US Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the First Lien Credit and Guaranty Agreement, dated as of August 18, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), by and among Alion Science and Technology Corporation (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, Xxxxxxx Xxxxx Lending Partners LLC, as an Arranger, the other Arrangers and Agents party thereto from time to time and Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.20(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT E-3 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Non-US Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the First Lien Credit and Guaranty Agreement, dated as of August 18, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), by and among Alion Science and Technology Corporation (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, Xxxxxxx Xxxxx Lending Partners LLC, as an Arranger, the other Arrangers and Agents party thereto from time to time and Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.20(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT E-4 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Non-US Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the First Lien Credit and Guaranty Agreement, dated as of August 18, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), by and among Alion Science and Technology Corporation (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, Xxxxxxx Xxxxx Lending Partners LLC, as an Arranger, the other Arrangers and Agents party thereto from time to time and Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.20(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT F-1 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY IN OUR RESPECTIVE CAPACITIES AS OFFICERS OF BORROWER (PBF Logistics LPAND NOT IN OUR INDIVIDUAL CAPACITIES) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAS FOLLOWS:

Appears in 1 contract

Samples: Intercreditor Agreement (Alion Science & Technology Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) Assignment and Assumption EXHIBIT D-1 F [INTENTIONALLY OMITTED] EXHIBIT G [INTENTIONALLY OMITTED] EXHIBIT H [INTENTIONALLY OMITTED] EXHIBIT I-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships for U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14August 11, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the applicable Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN OR W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the applicable Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT I-2 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14August 11, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN OR W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT I-3 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14August 11, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN OR W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN OR W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT I-4 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14August 11, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the applicable Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN OR W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN OR W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the applicable Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Term Loan Agreement (Thermo Fisher Scientific Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 D - FORM OF OPINION OF COUNSEL FOR THE BORROWER EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 25, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Juniper Networks, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name[NAME OF LENDER] By:____________________Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of __ EXHIBIT E-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 25, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Juniper Networks, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 22.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: NameBy:____________________Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of __ EXHIBIT E-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 25, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Juniper Networks, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: NameBy:____________________Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of __ EXHIBIT E-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 25, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Juniper Networks, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan DocumentAgreement, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name[NAME OF LENDER] By:____________________Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:

Appears in 1 contract

Samples: Credit Agreement (Juniper Networks Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C (to Term Loan the Second Amended and Restated Credit Facility (PBF Logistics LPAgreement) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of May 14June 30, 2014 2017 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Nevada Power Company (the “Borrower”), the Lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent and the Credit Agreement (the “Administrative Agent”) and each Lender LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of (to the Second Amended and Restated Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of May 14June 30, 2014 2017 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Nevada Power Company (the “Borrower”), the Lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent and the Credit Agreement (the “Administrative Agent”) and each Lender LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of (to the Second Amended and Restated Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of May 14June 30, 2014 2017 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Nevada Power Company (the “Borrower”), the Lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent and the Credit Agreement (the “Administrative Agent”) and each Lender LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of (to the Second Amended and Restated Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of May 14June 30, 2014 2017 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Nevada Power Company (the “Borrower”), the Lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent and the Credit Agreement (the “Administrative Agent”) and each Lender LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender LIST OF COMMITMENT AMOUNTS AND APPLICABLE LENDING OFFICES NEVADA POWER COMPANY U.S. $400,000,000 Second Amended and Restated Credit Agreement Name of Bank Commitment Applicable Percentage Amount DomesticLending Office EurodollarLending Office Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % $26,563,102.91 00 X. 0xx Xxxxxx XXX: N9305-06G Xxxxxxxxxxx, XX 00000 Contact: Xxxx GredvigPhone: (612) 667-4832Fax : (612) 316-0506Email: xxxxxxx.x.xxxxxxx@wellsfargo.comGroup Email: XXXXXXXXXXxxxxxxx@xxxxxxxxxx.xxx Same as Domestic Lending Office JPMorgan Chase Bank, N.A. $26,563,102.91 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0 Xxxxx 0 Xxxxxx, Xxxxxxxx 00000-0000 Contact: Xxxx JavellanaPhone: (212) 270-4272Email: xxxx.x.xxxxxxxxx@jpmorgan.comGroup Email : xx_xxx@xxxxxxxx.xxx Same as Domestic Lending Office Mizuho Bank, Ltd. $26,563,102.91 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxxx ChangPhone: (212) 282-3465Fax: (212) 282-4488Email: xxxxxx.xxxxx@mizuhocbus.comGroup Email: XXX_XXXxxx0@xxxxxxxxxx.xxx Same as Domestic Lending Office MUFG Union Bank, N.A. $26,563,102.91 000 Xxxxx Xxxxxxxx Xxxxxx, 15th FloorLos Angeles, California 90071 Contact: Xxxxxxx FlaggPhone: (213) 236-6911Email: jflagg@us.mufg.jpGroup Email: #XXXXXXX@xxxxxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG$26,563,102.91 000 Xxxx Xxxxxx, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding00xx Xxxxx 0 Xxx Xxxx, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Xxx Xxxx 00000 Contact: Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo AdministrationPhone: (000) 000-0000 Fax: (000) 000-0000 Email: XXXxxxxxxxxxxXxx@xxxx.xxx Same as Domestic Lending Office US Bank, National Association $ 0 $15,821,798.82 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Contact: Holland X. Xxxxxxxx Phone: (208) 383-7565Fax: (208) 383-7489Email: xxxxxxxxxxxxxx.xxxxxxxx@xxxxxx.xxx Same as Domestic Lending Office BNP Paribas $15,821,798.82 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Denis O’MearaPhone: (212) 471-8108Fax: (212) 841-2745Email: xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxx.xxx Same as Domestic Lending Office Barclays Bank PLC $26,563,102.91 000 Xxxxxxx Xxxxxx, 00xx XX Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxx Kaniampuram Phone: (212) 526-4763Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxxXxxxx Email: xxxXXXxxxXxx0@Xxxxxxxx.xxx Same as Domestic Lending Office Royal Bank of Canada $15,821,798.82 Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Rahul ShahPhone: (212) 858-6053Fax: (212) 428-6201Email: xxxxx.xxxx@xxxxx.xxx Same as Domestic Lending Office The Bank of Nova Scotia $26,563,102.91 000 Xxxx Xxxxxx X-0xx xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 Contact: Xxxx NagpaulPhone: (000) 000-0000 Fax: (212) 225-5709Email: xxxx.xxxxxxx@scotiabank.comGroup Email: XXXXXXxxx_XxxxXxx@xxxxxxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office Bank of Montreal, Chicago Branch $14,307,972.35 000 X. XxXxxxx St., 17th Floor West Chicago, IL 60603 Contact: Xxxxx McDonaldPhone: (403) 515-3663Fax: (403) 515-3650Email: xxxxx.xxxxxxxx@xxx.xxx Same as Domestic Lending Office Sumitomo Mitsui Banking Corp. $17,372,862.69 000 Xxxx XxxxxxXxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxx EstevezPhone: (000) 000-0000 Fax : (212) 224-4384Email: xxxxxxxx@xxxxxx.xxx Same as Domestic Lending Office Canadian Imperial Bank of Commerce, New York Branch $14,157,858.57 000 Xxx Xxxxxx, 0xx XxxxxXxxxxxx, XX X0X 0X0 Contact: Xxxxxx TomPhone: (416) 542-4446Fax: (000) 000-0000 Same as Domestic Lending Office CoBank, ACB $16,033,277.64 0000 X. Xxxxxxxx Xxxxx XxxxxxXxxxxxxxx Xxxxxxx, XX 00000 Contact: Xxxxxxxx BairdPhone: (303) 793-2121Fax : (000) 000-0000 Email: xxxxxx@xxxxxx.xxxXxxxx Email: xxxxxxxxxx@xxxxxx.xxx Same as Domestic Lending Office KeyBank National Association $17,908,696.71 0000 Xxxxxxxx XxxxXxxxxxxx, OH 44144 Contact: KAS ServicingPhone: (216) 813-5647Fax : (000) 000-0000 (Note: All notices must be faxed) Email: xxx_xxxxxxxxx@xxxxxxx.xxxXxxxx Email: xxx_xxxxxxxxx@xxxxxxx.xxx Same as Domestic Lending Office PNC Bank, National Association $17,104,945.68 000 Xxxxx Xxxxxx Xxx XXX Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Contact: Xxxxx GordonPhone: (440) 546-6564Fax: (877) 717-5502Email: xxxxx.xxxxxx@pnc.comGroup Email: XxxxxxxxxxxxxXxxxxxXxxxxxxx@xxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office SunTrust Bank $21,391,617.85 000 Xxxxxxxxx Xxxxxx XxxxxxxXxxxxxx, XX 00000 Contact: Meta TshimangaPhone: (770) 352-5231Fax: (844) 288-3379Email: Xxxx.Xxxxxxxxx@xxxxxxxx.xxx Same as Domestic Lending Office TD Bank, N.A. $21,391,617.85 0000 Xxxxxx XxxxxxXxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Contact: Vijay PrasadPhone: (646) 652-1427Email: Xxxxx.xxxxxx0@xx.xxxXxxxx Email: xxxxxxxx.xxxxxxxxxx@xxxxxxx.xxx Same as Domestic Lending Office The Bank of New York Mellon $13,622,024.55 0000 Xxxxxxx XxxxXxxxxxxx, XX 00000 Contact: Xxxxx X. BrownPhone: (315) 801-2433Fax: (315) 765-4822Email: xxxxx.xxxxx@xxxxxxxxx.xxx Same as Domestic Lending Office The Northern Trust Company $13,302,009.28 00 X. XxXxxxx StreetChicago, Illinois 60603 Contact: Xxxxxxx Xxxxxxxx Phone: (312) 557-3075Fax: (312) 557-1425Email: xx00@xxxx.xxx Same as Domestic Lending Office TOTAL $400,000,000 SCHEDULE II LIST OF FRONTING COMMITMENTS NEVADA POWER COMPANY U.S. $400,000,000 Second Amended and Restated Credit Agreement LC Issuing Bank LC Issuing Bank Address Fronting Commitment Citibank, N.A. $ 000 Xxxx Xxxxxx, 00xx Xxxxx 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx XxxxxxxxxxXxxx, Xxx Xxxx 00000 Contact: Loan AdministrationPhone: (000) 000-0000 Fax: (000) 000-0000 Email: XXXxxxxxxxxxxXxx@xxxx.xxx $50,000,000 The Bank of Nova Scotia 000 Xxxx Xxxxxx 00000 Schedule II to Term Loan X-0xx xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 Contact: Xxxx NagpaulPhone: (000) 000-0000 Fax: (212) 225-5709Email: xxxx.xxxxxxx@scotiabank.comGroup Email: XXXXXXxxx_XxxxXxx@xxxxxxxxxx.xxx $50,000,000 SCHEDULE III LIST OF MATERIAL SUBSIDIARIES NEVADA POWER COMPANY U.S. $400,000,000 Second Amended and Restated Credit FacilityAgreement

Appears in 1 contract

Samples: Credit Agreement (Pacificorp /Or/)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and the other parties to the Agreement and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE LENDERS; NOT PARTNERSHIPS FOR PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit the Senior Secured Term Loan Agreement, dated as of May 14April 12, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Agreement), among PBF Logistics LP (the “Borrower”)Ultra Resources, Xxxxx Fargo BankInc., National Associationa Delaware corporation, as administrative agent under Borrower, the Credit Agreement (the “Parent Guarantor, Barclays Bank PLC, as Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT G-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit the Senior Secured Term Loan Agreement, dated as of May 14April 12, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Agreement), among PBF Logistics LP (the “Borrower”)Ultra Resources, Xxxxx Fargo BankInc., National Associationa Delaware corporation, as administrative agent under Borrower, the Credit Agreement (the “Parent Guarantor, Barclays Bank PLC, as Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT G-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit the Senior Secured Term Loan Agreement, dated as of May 14April 12, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Agreement), among PBF Logistics LP (the “Borrower”)Ultra Resources, Xxxxx Fargo BankInc., National Associationa Delaware corporation, as administrative agent under Borrower, the Credit Agreement (the “Parent Guarantor, Barclays Bank PLC, as Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT G-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit the Senior Secured Term Loan Agreement, dated as of May 14April 12, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Agreement), among PBF Logistics LP (the “Borrower”)Ultra Resources, Xxxxx Fargo BankInc., National Associationa Delaware corporation, as administrative agent under Borrower, the Credit Agreement (the “Parent Guarantor, Barclays Bank PLC, as Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankEXHIBIT H FORM OF COMMITMENT INCREASE CERTIFICATE [ ], National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % 20[ ] To: Barclays Bank PLC $ 45,825,000 15.275 % PLC, as Administrative Agent Ultra Resources, Inc., a Delaware corporation (the “Borrower”), the Parent Guarantor, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Senior Secured Term Loan Agreement, dated as of April 12, 2017 (together with all amendments, restatements, supplements or other modifications thereto, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Credit Suisse AGAgreement. This Commitment Increase Certificate is being delivered pursuant to Section 2.06(b) of the Agreement. Please be advised that the undersigned Lender has agreed (a) to increase its Commitment under the Agreement effective [ ], Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding20[ ] (the “Increase Effective Date”) from $[ ] to $[ ] and (b) that it shall continue to be a party in all respects to the Agreement and the other Loan Documents. With reference to Section 2.06(d) of the Agreement, Inc. $ 45,825,000 15.275 % UBS AGthe Borrower hereby confirms that [Check Applicable Box]: ☐ There are, Stamford Branch $ 25,000,000 8.333333333 % Subsequent or if the Increase Effective Date is after the date hereof, there will be no Eurodollar Borrowings outstanding on the Increase Effective Date. ☐ There are, or if the Increase Effective Date is after the date hereof, there will be Eurodollar Borrowings outstanding on the Increase Effective Date and the Borrower will pay any compensation required by Section 5.02 of the Agreement on the Increase Effective Date. With reference to Section 2.06(b)(ix) of the Agreement, the Borrower hereby confirms that (a) it is in pro forma compliance with the Financial Covenants (calculated in a manner reasonably acceptable to the Administrative Agent) and (b) [after giving effect to the increase in the Total Commitment contemplated hereby, no Borrowing Base Deficiency exists]6 [after giving pro forma effect to the increase in the Total Commitment contemplated hereby, the Asset Coverage Ratio is not less than 2.0 to 1.0]7. 6 NTD: Use during a Borrowing Base Period. 7 NTD: Use during an Investment Grade Period or any Term Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankExclusive Period. Very truly yours, National Association $ 0 CitibankULTRA RESOURCES, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 INC., a Delaware corporation By: Name: Title: Exhibit H Accepted and Agreed: BARCLAYS BANK PLC, as Administrative Agent By: Name: Title: Accepted and Agreed: [Name of Increasing Lender] By: Name: Title: EXHIBIT I FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 20[ ] To: Barclays Bank PLC $ 0 Credit Suisse AGPLC, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx as Administrative Agent Ultra Resources, Inc., a Delaware corporation (the “Borrower”), Ultra Petroleum Corp., UP Energy Corporation, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Secured Term Loan Credit Facility Agreement, dated as of April 12, 2017 (PBF Logistics LPas amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(b) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organizationthe Agreement. Please be advised that the undersigned Additional Lender has agreed (a) to become a Lender under the Agreement effective [ ], 20[ ] (the “Additional Lender Effective Date”) with a Commitment of $[ ] and (b) that it shall be a party in all respects to the Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(g) of the Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. [The [Borrower/Additional Lender] shall pay the processing and recordation fee payable to the Administrative Agent pursuant to Section 2.06(b)(xi) of the Agreement.]8 With reference to Section 2.06(d) of the Agreement, the Borrower hereby confirms that [Check Applicable Box]: Delaware Type ☐ There are, or if the Additional Lender Effective Date is after the date hereof, there will be no Eurodollar Borrowings outstanding on the Additional Lender Effective Date. ☐ There are, or if the Additional Lender Effective Date is after the date hereof, there will be Eurodollar Borrowings outstanding on the Additional Lender Effective Date and the Borrower will pay any compensation required by Section 5.02 of Organizationthe Agreement on the Additional Lender Effective Date. With reference to Section 2.06(b)(ix) of the Agreement, the Borrower hereby confirms that (a) it is in pro forma compliance with the Financial Covenants (calculated in a manner reasonably acceptable to the Administrative Agent) and (b) [after giving effect to the increase in 8 Include, if applicable. the Total Commitment contemplated hereby, no Borrowing Base Deficiency exists]9 [after giving pro forma effect to the increase in the Total Commitment contemplated hereby, the Asset Coverage Ratio is not less than 2.0 to 1.0]10. 9 NTD: Limited Partnership Organizational Identification NumberUse during a Borrowing Base Period. 10 NTD: Delaware: 130226994 Location of Chief Executive Office Use during an Investment Grade Period or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to any Term Loan Credit FacilityExclusive Period. Very truly yours, ULTRA RESOURCES, INC., a Delaware corporation By: Name: Title: Accepted and Agreed: BARCLAYS BANK PLC, As Administrative Agent By: Name: Title: Accepted and Agreed: [Name of Additional Lender] By: Name: Title:

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Ultra Petroleum Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of New YorkTexas. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 27, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rosehill Operating Company, LLC, as Borrower”), Xxxxx Fargo PNC Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its nonNon-U.S. Person Lender status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20201[ ] Exhibit D-1 Form of EXHIBIT H-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 27, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rosehill Operating Company, LLC, as Borrower”), Xxxxx Fargo PNC Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its nonNon-U.S. Person Lender status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20201[ ] Exhibit D-2 Form of EXHIBIT H-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 27, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rosehill Operating Company, LLC, as Borrower”), Xxxxx Fargo PNC Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20201[ ] Exhibit D-3 Form of EXHIBIT H-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Non-U.S. Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 27, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rosehill Operating Company, LLC, as Borrower”), Xxxxx Fargo PNC Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20201[ ] Schedule 1.01 EXISTING LIENS None. Schedule 1.01 – 1 SCHEDULE 7.05 LITIGATION None. [Remainder of Page Intentionally Left Blank] Schedule 7.05 – 1 SCHEDULE 7.06 ENVIRONMENTAL MATTERS None. [Remainder of Page Intentionally Left Blank] Schedule 7.06 – 1 SCHEDULE 7.12 INSURANCE ROSEHILL OPERATING COMPANY, LLC Schedule of Insurance Description Insurer Policy Number Policy Period Policy Limits Deductible Premium Workers' Compensation Guaranteed Cost Program All States Travelers Property Casualty Company of America UB-2J479137 4/27/2017-18 Coverage A: Statutory Coverage B: Bodily Injury by Accident: $1,000,000 each Accident Bodily Injury by Disease: $1,000,000 Policy Limit Bodily Injury by Disease: $1,000,00 each Employee $— $9,937 Includes TRIA of $762 Automobile Liability St Xxxx Fire & Marine Insurance Company ZLP-51M79887 4/27/2017-18 $ 1,000,000—Liability $Basic—Personal Injury Protection $ 1,000,000—Uninsured Motorist $ 1,000,000—Underinsured Motorist $ 35,000—Hired Car Physical Damage $10,000—Medical Payments Protection $— $12,682 Includes Auto Pollution and Auto Surcharge of $12 Pricing Based On 6 Units General Liability Incl Sudden and Accidental Pollution Includes Employee Benefits Liability St Xxxx Fire & Marine Insurance Company ZLP-51M79887 4/27/2017-18 $1,000,000 Per Occurrence $2,000,000 Products and Completed Operations Aggregate $2,000,000 General Aggregate $1,000,000 Each Wrongful Act limit—Empl Benefits Liab $3,000,000 Total Limit—Empl Benefits Liab $1,000,000 Adv / Pers Injury Aggregate $ 100,000 Fire Legal $ 1,000,000 Underground Resources Aggregate $ 5,000 Med Pay $10,000 per Occurrence Bodily Injury Liability and Property Damage Liability Combined—Pollution requires knowledge within 30 days and reporting within 90 days $1,000 Employee Benefits Ded $6,300 Excludes Terrorism To Include Add $98 Property Damage Coverage St Xxxx Fire & Marine Insurance Company ZLP-51M79887 4/27/2017-18 $890,000—Business Personal Property Limit $6,818,637—Oil Lease Property & Equipment Limit $ 500,000—Max Unschd Oil & Gas Property Limit (PBF Logistics LPitem) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 2,500,000—Max Unschd Oil & Gas Property Limit (event) $ 100,000—Misc Unnamed locations $ 1,000,000—Per Occurrence—Flood $1,000,000—Per Occurrence—Earth Movement $596,000—Small Computer Equipment (EDP) $625,042—Contractors Equipment Limit $100,750—Blanket Earnings and Expense Various other sub limits apply (refer to policy) $25,000 BPP Deductible $2% Citibank, N.A. or $25,000 (whichever is greater Wind and Hail Deductible $25,000 Flood Deductible (Balto) $2% or $25,000 (whichever is greater Flood Deductible (Houston) $5,000 Inland Marine Equip Ded $50,000 Oil Lease Property Ded $1,000 Contractors Equip Ded $35,191 TRIA Charge–$1,548 First Excess Umbrella Liability St Xxxx Fire & Marine Insurance Company ZLP-51M79887 4/27/2017-18 $25,000,000 Per Occurrence $25,000,000 Annual Aggregate Excess of: $1,000,000 GL each Occurrence $1,000,000 each Occur/Product Liab. $2,000,000 Annual Agg/Products Liability and Completed Operations $1,000,000 AL each occurrence $1,000,000/$1,000,000/$1,000,000 Employers Liability per Occurrence per Disease and in the aggregate $1,000,000 per Occurrence Drop-Down – $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch 10,000 SIR $52,266 Excludes TRIA To Include Add $20 Second Excess Umbrella Liability Lloyd's (Harmony Excess) Thur Global Special Rsik E0005-00 4/27/2017-18 $25,000,000 per Occurrence $25,000,000 Annual Aggregate Excess of: $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Per Occurrence and $ 25,000,000 in the aggregate annually, in turn excess of: $1,000,000 GL each occurrence, including Sudden and Accidental Pollution $1,000,000 each Occur/Product Liab. $2,000,000 Annual Agg/Products Liability and Completed Operations $1,000,000 AL each occurrence $1,000,000 Employers Liability each occurrence $25,000,000 Control of Well $ 25,000,000 per occurrence in turn excess of $ 1,000,000 per Occurrence. Following form excess – $ 10,000 SIR in primary umbrella for drop down situations $48,500 Excludes TRIA Boiler and Machinery Coverage Hartford Steam BoilerInspection and Insurance Company FBP2361592 4/27/2017-18 $ 3,000,000 per Occurrence Property Damage $ 25,000 per Occurrence $2,832 $500,000 per Occurrence Extra Expense $ 1,000,000 per Occurrence Perishable Goods $ 1,000,000 per Occurrence Data Restoration $ 100,000 per Occurrence Demolition $ 1,000,000 per Occurrence Ordinance or Law $ 1,000,000 per Occurrence Expediting Expense $ 1,000,000 per Accident Hazardous Substances $ 1,000,000 per Occurrence Newly Acquired Locations Various Other Sublimits Apply Control of Well / OEE Lloyd's of London (Chaucer) Thru Global Special Risk USOEE1510717 4/27/2017-18 $10,000,000 Any One Occurrence Producing/Shut-in/Temporarily Abandoned/Plugged & Abandoned/Salt Water Disposal/Workover/Recompletion/Re-entry $25,000,000 Any One Occurrence All coverages set forth in sections A, B, and C $1,000,000 Any One Occurrence Care, Custody and Control $100,000 Producing/Shut-In/ Temporarily Abandoned/Plugged & Abandoned/Salt Water Disposal Xxxxx Fargo Bank$200,000 Drilling/Workover/ Recompletion/Re-entry Xxxxx $50,000 Any One Occurrence Care, National Association $ Custody and Control $20,521.55 Includes $1,000 Policy Texas Tax and Stamp Fee Charges TBD Management Liability Directors & Officers Liability Xxxxxxx V1E7DC170101 4/27/2017-18 $10,000,000 Aggregate $10,000,000 Maximum Aggregate $500,000 / $0 Citibank$130,000 Employment Practices Liability C N A 596785702 4/27/2017-18 $5,000,000 Aggregate $50,000 Each EPL Claim $50,000 Each Third Party Claim $9,000 Fiduciary Liability C N A 596785697 4/27/2017-18 $5,000,000 Aggregate $10,000 $7,500 Crime: Employee Theft C N A 596785683 4/27/2017-18 $5,000,000 Per Occurrence $25,000 Per Occurrence $7,000 Forgery or Alteration $5,000,000 Per Occurrence $25,000 Per Occurrence Robbery or Safe Burglary of Other Property $5,000,000 Per Occurrence $25,000 Per Occurrence Computer System Fraud $5,000,000 Per Occurrence $25,000 Per Occurrence Money Orders and Counterfeit Currrency $5,000,000 Per Occurrence $25,000 Per Occurrence Wire Transfer with Voice Plus $5,000,000 Per Occurrence $25,000 Per Occurrence Claims Expense $25,000 Per Occurrence $0 Per Occurrence Social Engineering $50,000 Per Occurrence $10,000 Per Occurrence Excess D&O—$10M Excess of $10M Ace American (Chubb) G2557977A001 4/27/2017-18 $10,000,000 Excess of $10,000,000 $74,979 Excess D&O—$5M Excess of $20M The Hartford 39 DA 0322033 17 4/27/2017-18 $5,000,000 Excess of $20,000,000 $25,000 Excess D&O—$5M Excess of $25M Endurance American ADP10011046300 4/27/2017-18 $5,000,000 Excess of $25,000,000 $20,000 SIDE A ONLY (SIDE A ONLY) THIS IS A SUMMARY OF COVERAGE ONLY—IN THE EVENT OF A DISCREPANCY, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 THE CARRIER POLICY DOCUMENTS WILL PREVAIL. SCHEDULE 7.14 LOAN PARTIES None. [Remainder of Page Intentionally Left Blank] SCHEDULE 7.19 GAS IMBALANCES None. [Remainder of Page Intentionally Left Blank] Schedule I to Term Loan Credit Facility (PBF Logistics LP) 7.19 – 1 SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility7.20 MARKETING OF PRODUCTION

Appears in 1 contract

Samples: Credit Agreement (Rosehill Resources Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means any Electronic System (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkMichigan. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of May June 14, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Altair Engineering, Inc., the “Borrower”)Foreign Subsidiary Borrowers, Xxxxx Fargo the Lenders party hereto, and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT B-2 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of May June 14, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Altair Engineering, Inc., the “Borrower”)Foreign Subsidiary Borrowers, Xxxxx Fargo the Lenders party hereto, and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT B-3 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of May June 14, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Altair Engineering, Inc., the “Borrower”)Foreign Subsidiary Borrowers, Xxxxx Fargo the Lenders party hereto, and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT B-4 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of May June 14, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Altair Engineering, Inc., the “Borrower”)Foreign Subsidiary Borrowers, Xxxxx Fargo the Lenders party hereto, and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Assignment and Assumption (Altair Engineering Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy fax transmission or other electronic means mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain TO: Bank of America, N.A., as Administrative Agent RE: First Amended and Restated Credit Agreement, dated as of May 14July 21, 2014 2020, by and among COPART, INC., a Delaware corporation (the “Borrower”), the Lenders and Bank of America, N.A., as Administrative Agent for the Lenders (as amended, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under meanings set forth in the Credit Agreement (the “Administrative Agent”Agreement) and each Lender from time to time party thereto. DATE: [Date] Pursuant to the provisions of Section 1(e)(25.11(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXXX XXXXXX] By: Name: Title: Date: [________ __], 20[ [___] Exhibit D-1 Form of EXHIBIT H-2 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain TO: Bank of America, N.A., as Administrative Agent RE: First Amended and Restated Credit Agreement, dated as of May 14July 21, 2014 2020, by and among COPART, INC., a Delaware corporation (the “Borrower”), the Lenders and Bank of America, N.A., as Administrative Agent for the Lenders (as amended, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under meanings set forth in the Credit Agreement (the “Administrative Agent”Agreement) and each Lender from time to time party thereto. DATE: [Date] Pursuant to the provisions of Section 1(e)(25.11(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ___ EXHIBIT H-3 [FORM OF] Exhibit D-2 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain TO: Bank of America, N.A., as Administrative Agent RE: First Amended and Restated Credit Agreement, dated as of May 14July 21, 2014 2020, by and among COPART, INC., a Delaware corporation (the “Borrower”), the Lenders and Bank of America, N.A., as Administrative Agent for the Lenders (as amended, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under meanings set forth in the Credit Agreement (the “Administrative Agent”Agreement) and each Lender from time to time party thereto. DATE: [Date] Pursuant to the provisions of Section 1(e)(25.11(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ____ EXHIBIT H-4 [FORM OF] Exhibit D-3 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain TO: Bank of America, N.A., as Administrative Agent RE: First Amended and Restated Credit Agreement, dated as of May 14July 21, 2014 2020, by and among COPART, INC., a Delaware corporation (the “Borrower”), the Lenders and Bank of America, N.A., as Administrative Agent for the Lenders (as amended, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under meanings set forth in the Credit Agreement (the “Administrative Agent”Agreement) and each Lender from time to time party thereto. DATE: [Date] Pursuant to the provisions of Section 1(e)(25.11(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iiic) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: ________ __, 20[ ___ EXHIBIT I [Form of] Letter of Credit Report TO: Bank of America, N.A., as Administrative Agent RE: First Amended and Restated Credit Agreement, dated as of July 21, 2020, by and among COPART, INC., a Delaware corporation, (the “Borrower”), the Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] The undersigned, [insert name of Issuing Lender] (PBF Logistics LPthe “Issuing Lender”) SCHEDULE I Commitments Initial Loan Commitments hereby delivers this report to the Administrative Agent, pursuant to the terms of Section 3.18 of the Credit Agreement. The Issuing Lender Commitment Applicable Percentage Xxxxx Fargo Bankplans to issue, National Association $ 45,875,000 15.291666667 % Citibankamend, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % renew, increase or extend the follow Letter(s) of Credit Suisse AGon [insert date]. L/C No. Maximum FaceAmount Current FaceAmount Currency Financials or Performance SBLC Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [The Issuing Lender made a payment, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingwith respect to L/C No. [_______], Inc. $ 45,825,000 15.275 % UBS AGon [insert date] in the amount of [$]_____________].] [The Borrower failed to reimburse the Issuing Lender for a payment made in the amount of [$][insert amount of such payment] pursuant to L/C No. [______] on [insert date of such failure], Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 with respect to L/C No. [_______].] Set forth in the table below is a description of each Letter of Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction issued by the undersigned and outstanding on the date hereof. L/C No. Maximum FaceAmount Current FaceAmount Currency Financials or Performance SBLC Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Organization: Delaware Type Amendment Amount of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAmendment

Appears in 1 contract

Samples: Credit Agreement (Copart Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the 364-Day Term Loan Agreement dated as of May 14March [•], 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among PBF Logistics LP (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”), Lenders parties thereto and Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sLoans(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: __________ __, 20[ ] Exhibit D-1 EXHIBIT D-2-1 Form of U.S. Tax Compliance Certificate [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the 364-Day Term Loan Agreement dated as of May 14March [•], 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among PBF Logistics LP (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”), Lenders parties thereto and Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] [NAME OF PARTICIPANT] By: Name: Title: Date: __________ __, 20[ ] Exhibit D-2 EXHIBIT D-3-1 Form of U.S. Tax Compliance Certificate [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the 364-Day Term Loan Agreement dated as of May 14March [•], 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among PBF Logistics LP (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”), Lenders parties thereto and Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: __________ __, 20[ ] Exhibit D-3 EXHIBIT D-4-1 Form of U.S. Tax Compliance Certificate [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the 364-Day Term Loan Agreement dated as of May 14March [•], 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among PBF Logistics LP (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”), Lenders parties thereto and Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Term Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: __________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Day Term Loan Agreement (Becton Dickinson & Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 25, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among PBF Logistics LP KBR, Inc., a Delaware corporation (the "Borrower"), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank "bank" within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a "ten percent shareholder shareholder" of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a "controlled foreign corporation corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT F-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 25, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among PBF Logistics LP KBR, Inc., a Delaware corporation (the "Borrower"), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank "bank" within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a "ten percent shareholder shareholder" of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a "controlled foreign corporation corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT F-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 25, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among PBF Logistics LP KBR, Inc., a Delaware corporation (the "Borrower"), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank "bank" extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a "ten percent shareholder shareholder" of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a "controlled foreign corporation corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable), or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable), or any successor form, from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT F-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April 25, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among PBF Logistics LP KBR, Inc., a Delaware corporation (the "Borrower"), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank "bank" extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a "ten percent shareholder shareholder" of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a "controlled foreign corporation corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable), or any successor form, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable), or any successor form, from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G FORM OF SOLVENCY CERTIFICATE April 25, 2018 Reference is made to that certain Credit Agreement, dated as of the date hereof (PBF Logistics LPas amended, restated, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), by and among KBR, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. This certificate is furnished pursuant to Section 4.01(a)(vii) SCHEDULE of the Credit Agreement. The undersigned certifies that [he/she] is the duly appointed, qualified and acting chief financial officer of the Borrower. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this certificate in connection with the Transactions. Solely in my capacity as a financial executive officer of the Borrower and not individually (and without personal liability), I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankhereby certify, National Association $ 45,875,000 15.291666667 % Citibankthat as of the date hereof, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % based on such materials and information as I have deemed relevant to the determination of the matters set forth in this certificate, after giving effect to the consummation of the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement and the Transactions:

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14, 2014 (as amended2012, amended by and restatedamong Coeur D’Xxxxx Xxxxx Corporation, extendedan Idaho corporation, supplemented or otherwise modified from time to timeCoeur Alaska, Inc., a Delaware corporation, Coeur Rochester, Inc., a Delaware corporation, the “Credit Agreement”)lenders who are or may become party thereto, among PBF Logistics LP (the “Borrower”)as Lenders, and Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party theretoas amended, restated, supplemented or otherwise modified). Pursuant to the provisions of Section 1(e)(2) 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT H-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14, 2014 (as amended2012, amended by and restatedamong Coeur D’Xxxxx Xxxxx Corporation, extendedan Idaho corporation, supplemented or otherwise modified from time to timeCoeur Alaska, Inc., a Delaware corporation, Coeur Rochester, Inc., a Delaware corporation, the “Credit Agreement”)lenders who are or may become party thereto, among PBF Logistics LP (the “Borrower”)as Lenders, and Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party theretoas amended, restated, supplemented or otherwise modified). Pursuant to the provisions of Section 1(e)(2) 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT H-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14, 2014 (as amended2012, amended by and restatedamong Coeur D’Xxxxx Xxxxx Corporation, extendedan Idaho corporation, supplemented or otherwise modified from time to timeCoeur Alaska, Inc., a Delaware corporation, Coeur Rochester, Inc., a Delaware corporation, the “Credit Agreement”)lenders who are or may become party thereto, among PBF Logistics LP (the “Borrower”)as Lenders, and Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party theretoas amended, restated, supplemented or otherwise modified). Pursuant to the provisions of Section 1(e)(2) 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT H-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14, 2014 (as amended2012, amended by and restatedamong Coeur D’Xxxxx Xxxxx Corporation, extendedan Idaho corporation, supplemented or otherwise modified from time to timeCoeur Alaska, Inc., a Delaware corporation, Coeur Rochester, Inc., a Delaware corporation, the “Credit Agreement”)lenders who are or may become party thereto, among PBF Logistics LP (the “Borrower”)as Lenders, and Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party theretoas amended, restated, supplemented or otherwise modified). Pursuant to the provisions of Section 1(e)(2) 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE EXHIBIT I Commitments Initial FORM OF GUARANTY AND COLLATERAL AGREEMENT GUARANTY AND COLLATERAL AGREEMENT dated as of August [ ], 2012 by and among COEUR D’XXXXX XXXXX CORPORATION, COEUR ALASKA, INC. and COEUR ROCHESTER, INC., and certain Subsidiaries of each of the foregoing, in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Table of Contents Page Article I DEFINED TERMS 1 SECTION 1.1 Terms Defined in the Uniform Commercial Code 1 SECTION 1.2 Definitions 2 SECTION 1.3 Other Definitional Provisions 5 ARTICLE II GUARANTY 5 SECTION 2.1 Guaranty 5 SECTION 2.2 Bankruptcy Limitations on Guarantors 6 SECTION 2.3 Agreements for Contribution 6 SECTION 2.4 Nature of Guaranty 8 SECTION 2.5 Waivers 9 SECTION 2.6 Modification of Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankDocuments, National Association $ 45,875,000 15.291666667 % Citibanketc. 10 SECTION 2.7 Demand by the Administrative Agent 11 SECTION 2.8 Remedies 11 SECTION 2.9 Benefits of Guaranty 11 SECTION 2.10 Termination; Reinstatement 11 SECTION 2.11 Payments 12 ARTICLE III SECURITY INTEREST 12 SECTION 3.1 Grant of Security Interest 12 SECTION 3.2 Partnership/LLC Interests 14 SECTION 3.3 Guarantors Remain Liable 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES 15 SECTION 4.1 Organization; Power; Qualification 15 SECTION 4.2 Authorization of Agreement; Compliance with Laws; Non Contravention 15 SECTION 4.3 Governmental Approvals 16 SECTION 4.4 Perfected First Priority Liens 16 SECTION 4.5 Title, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % No Other Liens 16 SECTION 4.6 State of Organization; Location of Inventory, Equipment and Fixtures; other Information 16 SECTION 4.7 Accounts 17 SECTION 4.8 Reserved 17 SECTION 4.9 Commercial Tort Claims 17 SECTION 4.10 Intellectual Property 17 SECTION 4.11 Reserved 17 SECTION 4.12 Investment Property; Partnership/LLC Interests 17 SECTION 4.13 Instruments 18 SECTION 4.14 Government Contracts 18 SECTION 4.15 Aircraft 18 SECTION 4.16 Credit Suisse AGAgreement Representations and Warranties 18 ARTICLE V COVENANTS 18 SECTION 5.1 Maintenance of Perfected Security Interest; Further Information 18 SECTION 5.2 Maintenance of Insurance 18 SECTION 5.3 Changes in Locations; Changes in Name or Structure 18 SECTION 5.4 Required Notifications 19 SECTION 5.5 Delivery Covenants 19 SECTION 5.6 Control Covenants 20 SECTION 5.7 Filing Covenants 20 SECTION 5.8 Accounts 20 SECTION 5.9 Intellectual Property 20 SECTION 5.10 Investment Property; Partnership/LLC Interests 22 SECTION 5.11 Equipment 22 SECTION 5.12 Government Contracts 22 SECTION 5.13 Further Assurances 22 ARTICLE VI REMEDIAL PROVISIONS 23 SECTION 6.1 General Remedies 23 SECTION 6.2 Specific Remedies 24 SECTION 6.3 Registration Rights 26 SECTION 6.4 Application of Proceeds 27 SECTION 6.5 Waiver, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior FundingDeficiency 27 ARTICLE VII THE ADMINISTRATIVE AGENT 27 SECTION 7.1 Appointment of Administrative Agent as Attorney-In-Fact 27 SECTION 7.2 Duty of Administrative Agent 29 SECTION 7.3 Authority of Administrative Agent 29 ARTICLE VIII MISCELLANEOUS 30 SECTION 8.1 Notices 30 SECTION 8.2 Amendments, Inc. $ 45,825,000 15.275 % UBS AGWaivers and Consents 30 SECTION 8.3 Expenses, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankIndemnification, National Association $ 0 CitibankWaiver of Consequential Damages, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 etc. 30 SECTION 8.4 Right of Set Off 31 SECTION 8.5 Governing Law; Jurisdiction; Venue; Service of Process 31 SECTION 8.6 Waiver of Jury Trial 32 SECTION 8.7 Injunctive Relief 32 SECTION 8.8 No Waiver By Course of Conduct; Cumulative Remedies 33 SECTION 8.9 Successors and Assigns 33 SECTION 8.10 Survival of Indemnities 33 SECTION 8.11 Titles and Captions 33 SECTION 8.12 Severability of Provisions 33 SECTION 8.13 Counterparts 33 SECTION 8.14 Integration 34 SECTION 8.15 Advice of Counsel; No Strict Construction 34 SECTION 8.16 Acknowledgements 34 SECTION 8.17 Releases 35 SECTION 8.18 Additional Guarantors 35 SECTION 8.19 All Powers Coupled With Interest 35 SECTION 8.20 Secured Parties 35 SCHEDULES: Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION 4.6 Exact Legal Name; Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational ; Taxpayer Identification Number: Delaware: 130226994 Location of ; Registered Organization Number; Mailing Address; Chief Executive Office or Sole Place and other Locations Schedule 4.9 Commercial Tort Claims Schedule 4.10 Intellectual Property Schedule 4.12 Investment Property and Partnership/LLC Interests Schedule 4.13 Instruments Schedule 4.14 Government Contracts Schedule 5.5 Certain Certificated Securities GUARANTY AND COLLATERAL AGREEMENT (this “Agreement”), dated as of Business: 0 Xxxxxx Xxx Xxxxxxxxxx[ ], Xxx Xxxxxx 00000 Schedule II 2012, by and among Coeur D’Xxxxx Xxxxx Corporation, an Idaho corporation (the “Parent”), Coeur Alaska, Inc., a Delaware corporation (“Coeur Alaska”), Coeur Rochester, Inc., a Delaware corporation (“Coeur Rochester”, together with Coeur Alaska, the “Borrowers”), the Subsidiary Guarantors (as defined below) party hereto on the date hereof and any Additional Guarantor (as defined below) who may become party to Term Loan this Agreement (such Subsidiary Guarantors and Additional Guarantors, collectively with the Parent and the Borrowers, the “Guarantors”), in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit FacilityAgreement identified below).

Appears in 1 contract

Samples: Pledge Agreement (Coeur D Alene Mines Corp)

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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means any Electronic System (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 I-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, dated as of May 14, 2014 Agreement (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among PBF Logistics LP Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Xxxxx Fargo the Lenders party thereto from time to time and JPMorgan Chase Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(22.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Authority with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Authority and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Authority and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ EXHIBIT I-2 [FORM OF] Exhibit D-1 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14, 2014 Agreement (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among PBF Logistics LP Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Xxxxx Fargo the Lenders party thereto from time to time and JPMorgan Chase Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(22.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ EXHIBIT I-3 [FORM OF] Exhibit D-2 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14, 2014 Agreement (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among PBF Logistics LP Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Xxxxx Fargo the Lenders party thereto from time to time and JPMorgan Chase Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(22.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkIndiana. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among PBF Logistics LP (the “Borrower”)[ ], Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Name Title: Date: ______________ ___, 20[ ] Exhibit D-1 Form of EXHIBIT D-2 [FORM OF] U.S. Tax Certificate TAX CERTIFICATE (For Foreign Non-U.S. Lenders that are not That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among PBF Logistics LP (the “Borrower”)[ ], Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(23.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name Title: Date: ______________ ___, 20[ ] EXHIBIT D-3 [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among [ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name Title: Date: ______________ ___, 20[ ] EXHIBIT D-4 [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among [ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Name Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:

Appears in 1 contract

Samples: Credit Agreement (Kimball International Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 14April 6, 2014 2020 (as amended, amended and restated, extendedsupplemented, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxxx Restaurants, Inc., a Florida corporation (the “Borrower”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender ), the Lenders from time to time party theretothereto (each a “Lender”, and collectively, the “Lenders”), and Xxxxx Fargo Bank National Association, a national banking association, as syndication agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten “10 percent shareholder shareholder” of the any Borrower within the meaning of Section 871(h)(3)(B871(c)(3)(B) of the Code and (ivd) it is not a controlled foreign corporation corporation” related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of __ U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 14April 6, 2014 2020 (as amended, amended and restated, extendedsupplemented, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxxx Restaurants, Inc., a Florida corporation (the “Borrower”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender ), the Lenders from time to time party theretothereto (each a “Lender”, and collectively, the “Lenders”), and Xxxxx Fargo Bank National Association, a national banking association, as syndication agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten “10 percent shareholder shareholder” of the any Borrower within the meaning of Section 871(h)(3)(B871(c)(3)(B) of the Code, Code and (ivd) it is not a controlled foreign corporation corporation” related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable. By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, writing and (2b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of __ EXHIBIT E-3 U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 14April 6, 2014 2020 (as amended, amended and restated, extendedsupplemented, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxxx Restaurants, Inc., a Florida corporation (the “Borrower”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender ), the Lenders from time to time party theretothereto (each a “Lender”, and collectively, the “Lenders”), and Xxxxx Fargo Bank National Association, a national banking association, as syndication agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (vd) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 871(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN, as applicable, or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W‑8BEN-E or IRS Form W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of __ U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 14April 6, 2014 2020 (as amended, amended and restated, extendedsupplemented, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Xxxxxx Restaurants, Inc., a Florida corporation (the “Borrower”), Xxxxx Fargo BankBank of America, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender ), the Lenders from time to time party theretothereto (each a “Lender”, and collectively, the “Lenders”), and Xxxxx Fargo Bank National Association, a national banking association, as syndication agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iiic) with respect to the extension of credit Loans pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (vd) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 871(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN, as applicable, or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) __ SCHEDULE I Commitments Initial Loan Commitments 2.01 COMMITMENTS Lender Commitment Applicable Percentage Xxxxx Fargo Bank of America, N.A. $75,000,000 U.S. Bank National Association $70,000,000 Truist Bank $55,000,000 Fifth Third Bank, National Association $ 45,875,000 15.291666667 % Citibank$40,000,000 Xxxxxxx Xxxxx Bank USA $30,000,000 Total $270,000,000 SCHEDULE 7.01 EXISTING MATERIAL LIENS None. SCHEDULE 10.02 ADMINISTRATIVE AGENT’S OFFICE, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % CERTAIN ADDRESSES FOR NOTICES BORROWER: Xxxxxx Xxxxxxx Senior FundingRestaurants, Inc. $ 45,825,000 15.275 % UBS AG0000 Xxxxxx Xxxxxx Drive Orlando, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankFlorida 32837 Attention: Xxxxxxx X. Xxxxx, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility III Telephone: (PBF Logistics LP000) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization000-0000 Electronic Mail: Delaware Type of Organizationxxxxxx@xxxxxx.xxx Website Address: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityxxx.xxxxxx.xxx ADMINISTRATIVE AGENT:

Appears in 1 contract

Samples: Term Loan Credit Agreement (Darden Restaurants Inc)

General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by telecopy (or other electronic means method of transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships for U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) [Date] Reference is hereby made to that certain Credit Agreement, dated as of May 14December 18, 2014 (as amended2015, amended by and restatedamong SILVER SPRING NETWORKS, extendedINC., supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo the Lenders party thereto and Silicon Valley Bank, National Association, as administrative agent under the Credit Agreement Administrative Agent for such Lenders (in such capacity; the “Administrative Agent”) and each Lender from time to time party thereto). Pursuant to the provisions of Section 1(e)(2) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Silver Spring Networks Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the law of the State of New YorkYork applicable to contracts made and to be performed entirely within such State. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Loan and Guarantee Agreement dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among PBF Logistics LP (Mesa Airlines, Inc., the “Borrower”)Guarantors party thereto from time to time, Xxxxx Fargo Bank, National AssociationThe Bank of New York Mellon, as administrative agent under the Credit Agreement (the “Administrative Agent and Collateral Agent”) , and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Guarantee Agreement dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among PBF Logistics LP (Mesa Airlines, Inc., the “Borrower”)Guarantors party thereto from time to time, Xxxxx Fargo Bank, National AssociationThe Bank of New York Mellon, as administrative agent under the Credit Agreement (the “Administrative Agent and Collateral Agent”) , and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-non- U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Guarantee Agreement dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among PBF Logistics LP (Mesa Airlines, Inc., the “Borrower”)Guarantors party thereto from time to time, Xxxxx Fargo Bank, National AssociationThe Bank of New York Mellon, as administrative agent under the Credit Agreement (the “Administrative Agent and Collateral Agent”) , and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY W- 8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Guarantee Agreement dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among PBF Logistics LP (Mesa Airlines, Inc., the “Borrower”)Guarantors party thereto from time to time, Xxxxx Fargo Bank, National AssociationThe Bank of New York Mellon, as administrative agent under the Credit Agreement (the “Administrative Agent and Collateral Agent”) , and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Loan and Guarantee Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank[FORM OF] NOTE EXHIBIT C [Date] $[ ] New York, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityYork

Appears in 1 contract

Samples: Loan and Guarantee Agreement (Mesa Air Group Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 CREDIT AGREEMENT FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14March 5, 2014 2013 (as it may be amended, amended and restated, extended, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”), by and among PBF Logistics LP XTXI Capital, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo BankCitibank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender the Lenders party thereto from time to time party theretotime. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(f)(ii)(2)(y) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower or the Parent within the meaning of Section 871(h)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation corporation” related to the Borrower or the Parent as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Credit Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate or the W-8BEN changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent in writing and (2) the undersigned shall have at all times furnished furnish the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [Lender] By: Name: Title: Date[Address] Dated: [ ], 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 CREDIT AGREEMENT FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14March 5, 2014 2013 (as it may be amended, amended and restated, extended, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”), by and among PBF Logistics LP XTXI Capital, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo BankCitibank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender the Lenders party thereto from time to time party theretotime. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(f)(ii)(2)(z) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower or the Parent within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower or the Parent as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Credit Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTParticipant] By: Name: Title: Date[Address] Dated: [ ], 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 CREDIT AGREEMENT FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14March 5, 2014 2013 (as it may be amended, amended and restated, extended, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”), by and among PBF Logistics LP XTXI Capital, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo BankCitibank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender the Lenders party thereto from time to time party theretotime. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(f)(ii)(2)(z) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower or the Parent within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower or the Parent as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Credit Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Internal Revenue Service Form W-8BEN or (ii) an IRS Internal Revenue Service Form W-8IMY accompanied by an IRS Internal Revenue Service Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate certificate, the W-8IMY or any of the IRS Form W-8BENs W-8BEN changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate certificate, W-8IMY and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersignedunder-signed, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTParticipant] By: Name: Title: Date[Address] Dated: [ ], 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 CREDIT AGREEMENT FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14March 5, 2014 2013 (as it may be amended, amended and restated, extended, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”), by and among PBF Logistics LP XTXI Capital, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo BankCitibank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender the Lenders party thereto from time to time party theretotime. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(f)(ii)(2)(z) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower or the Parent within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower or the Parent as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Internal Revenue Service Form W-8BEN or (ii) an IRS Internal Revenue Service Form W-8IMY accompanied by an IRS Internal Revenue Service Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate certificate, the W-8IMY or any W-8BEN changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate certificate, W-8IMY and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [Lender] By: Name: Title: Date[Address] Dated: [ ], 20[ ] EXHIBIT E-1 TO CREDIT AGREEMENT CLOSING DATE CERTIFICATE March 5, 2013 This certificate is furnished pursuant to Section 3.1(d) the Credit Agreement, dated as of March 5, 2013 (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankas it may be amended, National Association $ 45,875,000 15.291666667 % restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among XTXI Capital, LLC, a Delaware limited liability company (the “Borrower”), Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AGN.A., Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingas Administrative Agent, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I and the Lenders party thereto from time to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitytime.

Appears in 1 contract

Samples: Credit Agreement (Crosstex Energy Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14November ___, 2014 2011 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit "Term Loan Agreement"), among PBF Logistics LP VANGUARD NATURAL GAS, LLC, a limited liability company duly formed and existing under the laws of the Commonwealth of Kentucky (the "Borrower"), Xxxxx Fargo Bank, National Association, as administrative agent under ; each of the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretohereto; and CITIBANK, N.A. (in its individual capacity, "Citibank"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _________________________________ Name: ___________________________ Title: ____________________________ Date: ________ __, 20201[ ] Exhibit D-1 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14November ___, 2014 2011 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit "Term Loan Agreement"), among PBF Logistics LP VANGUARD NATURAL GAS, LLC, a limited liability company duly formed and existing under the laws of the Commonwealth of Kentucky (the "Borrower"), Xxxxx Fargo Bank, National Association, as administrative agent under ; each of the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretohereto; and CITIBANK, N.A. (in its individual capacity, "Citibank"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code]. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] By: _________________________________ Name: ___________________________ Title: ____________________________ Date: ________ __, 20201[ ] Exhibit D-2 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Term Loan Agreement dated as of May 14November ___, 2014 2011 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit "Term Loan Agreement"), among PBF Logistics LP VANGUARD NATURAL GAS, LLC, a limited liability company duly formed and existing under the laws of the Commonwealth of Kentucky (the "Borrower"), Xxxxx Fargo Bank, National Association, as administrative agent under ; each of the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretohereto; and CITIBANK, N.A. (in its individual capacity, "Citibank"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Term Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _________________________________ Name: ___________________________ Title: ____________________________ Date: ________ __, 20201[ ] EXHIBIT G-4 U.S. TAX COMPLIANCE CERTIFICATE (PBF Logistics LPFor Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Agreement dated as of November ___, 2011 (as amended, supplemented or otherwise modified from time to time, the "Term Loan Agreement"), among VANGUARD NATURAL GAS, LLC, a limited liability company duly formed and existing under the laws of the Commonwealth of Kentucky (the "Borrower"); each of the Lenders from time to time party hereto; and CITIBANK, N.A. (in its individual capacity, "Citibank"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). Pursuant to the provisions of Section 5.03 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement. [NAME OF PARTICIPANT] By: _________________________________ Name: ___________________________ Title: ____________________________ Date: ________ __, 201[ ] SCHEDULE 7.05 LITIGATION [This schedule to be updated] SCHEDULE 7.06 ENVIRONMENTAL [This schedule to be updated] NONE SCHEDULE 7.12 INSURANCE (The insurance certificate follows this page) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I 7.14 SUBSIDIARIES AND PARTNERSHIPS [This schedule to Term Loan Credit Facility (PBF Logistics LP) be updated] SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II 7.18 GAS IMBALANCES [This schedule to Term Loan Credit Facilitybe updated] NONE SCHEDULE 7.19 MARKETING CONTRACTS [This schedule to be updated]

Appears in 1 contract

Samples: Term Loan Agreement (Vanguard Natural Resources, LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkYork (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E-1 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the 364-Day Credit Agreement, Agreement dated as of May 14____________, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Xxxxx the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender from time to time party theretoBank of America, N.A., as Syndication Agent. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or any successor form). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-1 Form of EXHIBIT E-2 [FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, Agreement dated as of May 14____________, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Xxxxx the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender from time to time party theretoBank of America, N.A., as Syndication Agent. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(CSection881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-2 Form of EXHIBIT E-3 [FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, Agreement dated as of May 14____________, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Xxxxx the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender from time to time party theretoBank of America, N.A., as Syndication Agent. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-3 Form of EXHIBIT E-4 [FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, Agreement dated as of May 14____________, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Xxxxx the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender from time to time party theretoBank of America, N.A., as Syndication Agent. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[__] [ ] ], 20__ This Solvency Certificate is delivered pursuant to Section 3.3(b) of the 364-Day Credit Agreement dated as of ____________, 2015 (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Intercontinental Exchange, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % CitibankAssociation, N.A. $ 45,825,000 15.275 % Deutsche as Administrative Agent, and Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % of America, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Suisse AGAgreement. The undersigned hereby certifies, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingsolely in his capacity as an officer of the Borrower and not in his individual capacity, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityas follows:

Appears in 1 contract

Samples: Assignment and Assumption (Intercontinental Exchange, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May 14August 28, 2014 (as amended, amended and restated, extendedmodified, supplemented or otherwise modified extended from time to time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (“Coltec”), among PBF Logistics LP EnPro Industries, Inc., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the a Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation corporation” related to the a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of 20 EXHIBIT G-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May 14August 28, 2014 (as amended, amended and restated, extendedmodified, supplemented or otherwise modified extended from time to time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (“Coltec”), among PBF Logistics LP EnPro Industries, Inc., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the a Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation corporation” related to the a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of 20 EXHIBIT G-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May 14August 28, 2014 (as amended, amended and restated, extendedmodified, supplemented or otherwise modified extended from time to time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (“Coltec”), among PBF Logistics LP EnPro Industries, Inc., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the a Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of 20 EXHIBIT G-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May 14August 28, 2014 (as amended, amended and restated, extendedmodified, supplemented or otherwise modified extended from time to time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (“Coltec”), among PBF Logistics LP EnPro Industries, Inc., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the a Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] 20 Exhibit H FORM OF SECURED PARTY DESIGNATION NOTICE Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: THIS SECURED PARTY DESIGNATION NOTICE is made by , a (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankthe “Designor”), National Association $ 45,875,000 15.291666667 % Citibankto BANK OF AMERICA, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % N.A., as Administrative Agent under that certain Credit Suisse AGAgreement referenced below (in such capacity, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 the “Administrative Agent”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement.

Appears in 1 contract

Samples: Credit Agreement (Enpro Industries, Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the 364-Day Term Loan Agreement dated as of May 14September 6, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among PBF Logistics LP (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”), Lenders parties thereto and Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sLoans(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: __________ __, 20[ ] Exhibit D-1 EXHIBIT D-2-1 Form of U.S. Tax Compliance Certificate [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the 364-Day Term Loan Agreement dated as of May 14September 6, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among PBF Logistics LP (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”), Lenders parties thereto and Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: __________ __, 20[ ] Exhibit D-2 EXHIBIT D-3-1 Form of U.S. Tax Compliance Certificate [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the 364-Day Term Loan Agreement dated as of May 14September 6, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among PBF Logistics LP (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”), Lenders parties thereto and Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: __________ __, 20[ ] Exhibit D-3 EXHIBIT D-4-1 Form of U.S. Tax Compliance Certificate [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the 364-Day Term Loan Agreement dated as of May 14September 6, 2014 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among PBF Logistics LP (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”), Lenders parties thereto and Xxxxx Fargo Bank, National Association, as administrative agent under Administrative Agent for the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretoLenders. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Term Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: __________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Day Term Loan Agreement (Becton Dickinson & Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT D-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Loan and Security Agreement (Project Loan) dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)[ ], Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(Bsection 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT E-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Security Agreement (Project Loan) dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)[ ], Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(Bsection 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT E-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Security Agreement (Project Loan) dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)[ ], Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(Bsection 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT E-4 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Security Agreement (Project Loan) dated as of May 14, 2014 [ ] (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)[ ], Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(Bsection 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT F MEMBERS OF CONSORTIUM ProHealth Proton Center Management LLC Mount Sinai Proton Holding Company LLC MSKCC Proton, Inc. Montefiore Proton Acquisition, LLC CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT G [RESERVED] CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT H [RESERVED] CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankFORM OF DRAW REQUEST REQUEST FOR LOAN ADVANCE JPMORGAN CHASE BANK, National Association $ 45,875,000 15.291666667 % CitibankN.A., N.A. $ 45,825,000 15.275 % Deutsche Bank AG as Administrative Agent Draw #:______ Project Name: New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Proton Center 000 Xxxx 000xx Xxxxxx Xxx XxxxxxxxxxXxxx, Xxx Xxxxxx 00000 Schedule II to Term XX RE: Request for Loan Credit FacilityAdvance

Appears in 1 contract

Samples: Loan and Security Agreement (Varian Medical Systems Inc)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy or other electronic means electronically shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF F EXHIBIT F-1 U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Term Loan Credit Agreement, dated as of May 144, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretotime, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(5)(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, dated as of May 144, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretotime, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(5)(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, dated as of May 144, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretotime, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(5)(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, dated as of May 144, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretotime, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(5)(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT G Form of Pari Passu Intercreditor Agreement (PBF Logistics LPsee attached) SCHEDULE I Commitments EXHIBIT G [FORM OF] FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of [ ], 20[ ] among JPMORGAN CHASE BANK, N.A., as Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankFirst Lien Representative and Initial First Lien Collateral Agent, National Association $ 45,875,000 15.291666667 % Citibank[ ], N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AGas the Initial Other Representative, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding[ ], Inc. $ 45,825,000 15.275 % UBS AGas the Initial Other Collateral Agent, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankand each additional Representative and Collateral Agent from time to time party hereto and acknowledged and agreed to by AMNEAL PHARMACEUTICALS LLC, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I as the Company and the other Grantors referred to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityherein TABLE OF CONTENTS Page

Appears in 1 contract

Samples: Assignment and Acceptance (Amneal Pharmaceuticals, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other in electronic means (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) [RESERVED] [RESERVED] EXHIBIT D-1 D [RESERVED] EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME Federal Income Tax Purposes) U.S. TAX PURPOSESCOMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of May September 14, 2014 2018 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT E-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR For Foreign Participants That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of May September 14, 2014 2018 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT E-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR For Foreign Participants That Are Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of May September 14, 2014 2018 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT E-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR For Foreign Lenders That Are Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of May September 14, 2014 2018 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:

Appears in 1 contract

Samples: Credit Agreement (Entergy New Orleans, LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April [19], 2014 2024 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP TD SYNNEX Corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lending institutions from time to time party thereto, Bank of America, N.A., as the Agent and BOFA Securities, Inc., as lead arranger and lead bookrunner. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder shareholder” of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT D-2 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April [19], 2014 2024 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP TD SYNNEX Corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lending institutions from time to time party thereto, Bank of America, N.A., as the Agent and BOFA Securities, Inc., as lead arranger and lead bookrunner. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder shareholder” of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code, Internal Revenue Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT D-3 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April [19], 2014 2024 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP TD SYNNEX Corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lending institutions from time to time party thereto, Bank of America, N.A., as the Agent and BOFA Securities, Inc., as lead arranger and lead bookrunner. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder shareholder” of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT D-4 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14April [19], 2014 2024 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP TD SYNNEX Corporation, (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender lending institutions from time to time party thereto, Bank of America, N.A., as the Agent and BOFA Securities, Inc., as lead arranger and lead bookrunner. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder shareholder” of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT E FORM OF SOLVENCY CERTIFICATE [ ], 202[ ] This Solvency Certificate (PBF Logistics LPthis “Certificate”) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankis delivered pursuant to Section [__] of the Credit Agreement, National Association $ 45,875,000 15.291666667 % Citibankdated as of April [19], N.A. $ 45,825,000 15.275 % Deutsche 2024 (as may be amended, supplemented or otherwise modified, the “Credit Agreement”), by and among TD SYNNEX Corporation (the “Company”), the lending institutions from time to time party thereto, Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % of America, N.A., as the Agent and BOFA Securities, Inc., as lead arranger and lead bookrunner. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Suisse AGAgreement. I, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding[________], Inc. $ 45,825,000 15.275 % UBS AGthe Chief Financial Officer of the Company, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankin that capacity only and not in my individual capacity (and without personal liability), National Association $ 0 CitibankDO HEREBY CERTIFY on behalf of the Company that as of the date hereof, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AGand based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythat:

Appears in 1 contract

Samples: Credit Agreement (Td Synnex Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means e-mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 B [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 14September 12, 2014 2008 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP The XxXxxx-Xxxx Companies, Inc. (the “Borrower”), Xxxxx Fargo the Lenders party thereto, Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”) and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. ______________________ (the “Non-U.S. Lender”) and each Lender from time is providing this certificate pursuant to time party theretoSection 2.17(f) of the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten “10-percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: _______, ___, 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 14September 12, 2014 2008 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP The XxXxxx-Xxxx Companies, Inc. (the “Borrower”), Xxxxx Fargo the Lenders party thereto, Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”) and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. ______________________ (the “Non-U.S. Lender”) and each Lender from time is providing this certificate pursuant to time party theretoSection 2.17(f) of the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN (or other applicable form) from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: _______, ___, 20[ ] [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the 364-Day Credit Agreement, dated as of September 12, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The XxXxxx-Xxxx Companies, Inc. (the “Borrower”), the Lenders party thereto, Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. ______________________ (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.17(f) of the Credit Agreement. Pursuant to the provisions of Section 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten “10-percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Foreign Lender with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Foreign Lender in writing, and writing (2) the undersigned shall have at all times furnished such Foreign Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _______, ___, 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 14September 12, 2014 2008 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP The XxXxxx-Xxxx Companies, Inc. (the “Borrower”), Xxxxx Fargo the Lenders party thereto, Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”) and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. ______________________ (the “Non-U.S. Lender”) and each Lender from time is providing this certificate pursuant to time party theretoSection 2.17(f) of the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10-percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Foreign Lender with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms an Internal Revenue Service Form W-8BEN (or other applicable form) from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Foreign Lender and (2) the undersigned shall have at all times furnished such Foreign Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _______, ___, 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 C FORM OF U.S. TAX CERTIFICATE OPINION OF GENERAL COUNSEL OF BORROWER September 12, 2008 To JPMorgan Chase Bank, as Administrative Agent To each of the Lenders listed on Schedule I hereto: I am the General Counsel of The XxXxxx-Xxxx Companies, Inc., a New York corporation (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference the “Borrower”). This opinion is hereby made being furnished to you pursuant to Section 4.01 of that certain 364-day Credit Agreement, dated as of May 14September 12, 2014 2008 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP the Borrower, each of the Lenders (the “BorrowerLenders), Xxxxx Fargo ) listed herein and JPMorgan Chase Bank, National Association, as administrative agent under the Credit Agreement Administrative Agent (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished prepared this opinion and delivered it to the Administrative Agent and Lenders for their benefit at the Borrower with IRS Form W-8IMY accompanied by one request of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such paymentsBorrower. Unless otherwise defined herein, the meanings of the capitalized terms defined used in this opinion shall be the same as those in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANKI advise you that, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityin my opinion:

Appears in 1 contract

Samples: Day Credit Agreement (McGraw-Hill Companies Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy fax transmission or other US 8235773v.1 electronic means mail transmission (e.g., "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) US 8235773v.1 EXHIBIT D-1 B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, the Loan and Security Agreement dated as of May 14November 2, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), among PBF Logistics LP SUMMIT MIDSTREAM PARTNERS, LP, a Delaware limited partnership, SUMMIT MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo Bankthe Subsidiaries from time to time party thereto as Subsidiary Guarantors, National AssociationBANK OF AMERICA, N.A., a national banking association, as administrative agent under for the Credit Agreement lenders (the in such capacity, Administrative Agent”) ), and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.9.2 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _____________________________ Name: ___________________________ Title: Date: , 20[ ] Exhibit D-1 Form of :____________________________ US 8248443v.3 EXHIBIT B-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Security Agreement dated as of May 14November 2, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), among PBF Logistics LP SUMMIT MIDSTREAM PARTNERS, LP, a Delaware limited partnership, SUMMIT MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo Bankthe Subsidiaries from time to time party thereto as Subsidiary Guarantors, National AssociationBANK OF AMERICA, N.A., a national banking association, as administrative agent under for the Credit Agreement lenders (the in such capacity, Administrative Agent”) ), and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.9.2 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: _____________________________ Name: ___________________________ Title: Date: , 20[ ] Exhibit D-2 Form of :____________________________ US 8248443v.3 EXHIBIT B-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Security Agreement dated as of May 14November 2, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), among PBF Logistics LP SUMMIT MIDSTREAM PARTNERS, LP, a Delaware limited partnership, SUMMIT MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo Bankthe Subsidiaries from time to time party thereto as Subsidiary Guarantors, National AssociationBANK OF AMERICA, N.A., a national banking association, as administrative agent under for the Credit Agreement lenders (the in such capacity, Administrative Agent”) ), and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.9.2 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: _____________________________ Name: ___________________________ Title: Date: , 20[ ] Exhibit D-3 Form of :____________________________ US 8248443v.3 EXHIBIT B-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, the Loan and Security Agreement dated as of May 14November 2, 2014 2021 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), among PBF Logistics LP SUMMIT MIDSTREAM PARTNERS, LP, a Delaware limited partnership, SUMMIT MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Fargo Bankthe Subsidiaries from time to time party thereto as Subsidiary Guarantors, National AssociationBANK OF AMERICA, N.A., a national banking association, as administrative agent under for the Credit Agreement lenders (the in such capacity, Administrative Agent”) ), and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 5.9.2 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) promissory notes evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _____________________________ Name: ___________________________ Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:____________________________ US 8248443v.3

Appears in 1 contract

Samples: Loan and Security Agreement (Summit Midstream Partners, LP)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C 20 Insert jurisdiction of tax residence. 21 Include if New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to Term Loan apply to the Credit Facility (PBF Logistics LP) Agreement. EXHIBIT D-1 C-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-US Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Amended and Restated 364-Day Bridge Credit Agreement, Agreement dated as of May 14March 31, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)New STERIS Limited, Xxxxx Fargo BankSTERIS Corporation, National AssociationBank of America, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT C-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Non-US Lenders that are not That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated 364-Day Bridge Credit Agreement, Agreement dated as of May 14March 31, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)New STERIS Limited, Xxxxx Fargo BankSTERIS Corporation, National AssociationBank of America, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT C-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Non-US Lenders that are That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated 364-Day Bridge Credit Agreement, Agreement dated as of May 14March 31, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)New STERIS Limited, Xxxxx Fargo BankSTERIS Corporation, National AssociationBank of America, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT C-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Non-US Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated 364-Day Bridge Credit Agreement, Agreement dated as of May 14March 31, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)New STERIS Limited, Xxxxx Fargo BankSTERIS Corporation, National AssociationBank of America, N.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) , and each Lender lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT D [FORM OF] GUARANTOR JOINDER AGREEMENT This Guarantor Joinder Agreement (PBF Logistics LPthis “Agreement”) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 dated as of [ ] is made by each of the parties on Schedule I hereto (the “Additional Guarantors”), in favor of Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement referred to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitybelow.

Appears in 1 contract

Samples: Agreement (Steris Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E Exhibit F Exhibit G [Reserved] Exhibit H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Term Loan Credit Agreement, dated as of May 14July 9, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Global Payments Inc., a Georgia corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Term Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W-8BEN-E, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of H-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Term Loan Credit Agreement, dated as of May 14July 9, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Global Payments Inc., a Georgia corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of H-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Term Loan Credit Agreement, dated as of May 14July 9, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Global Payments Inc., a Georgia corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or W-8BEN-E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W-8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of H-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Term Loan Credit Agreement, dated as of May 14July 9, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among PBF Logistics LP Global Payments Inc., a Georgia corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Term Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Term Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B881(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or W-8BEN-E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W-8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit I FORM OF SOLVENCY CERTIFICATE To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below: I, the undersigned chief financial officer of Global Payments Inc. (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankthe “Borrower”), National Association $ 45,875,000 15.291666667 % Citibankin that capacity only and not in my individual capacity, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction do hereby certify as of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythe date hereof that:

Appears in 1 contract

Samples: Term Loan Credit Agreement (Global Payments Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Fourth Amended and Restated Credit Agreement, and Security Agreement dated as of May 14June 28, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Ameresco, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Agent”), LC Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF FOREIGN LENDER] By: Name: Title: Date: ________ __, 20[ ____ [FORM OF] Exhibit D-1 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Fourth Amended and Restated Credit Agreement, and Security Agreement dated as of May 14June 28, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Ameresco, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, LC Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ____ [FORM OF] Exhibit D-2 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Fourth Amended and Restated Credit Agreement, and Security Agreement dated as of May 14June 28, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Ameresco, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, LC Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ____ [FORM OF] Exhibit D-3 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Fourth Amended and Restated Credit Agreement, and Security Agreement dated as of May 14June 28, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Ameresco, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Agent”), LC Issuer and Swing Line Lender. Pursuant to the provisions of Section 1(e)(2) 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ __ EXHIBIT J [FORM OF] SECURED PARTY DESIGNATION NOTICE TO: Bank of America, N.A., as Agent RE: Reference is hereby made to the Fourth Amended and Restated Credit and Security Agreement dated as of June 28, 2019 among Ameresco, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Agent, L/C Issuer and Swing Line Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] [Name of Cash Management Bank/Hedge Bank] (PBF Logistics LPthe “Secured Party”) SCHEDULE I Commitments Initial hereby notifies you, pursuant to the terms of the Credit Agreement, that the Secured Party meets the requirements of a [Cash Management Bank] [Hedge Bank] under the terms of the Credit Agreement and is a [Cash Management Bank] [Hedge Bank] under the Credit Agreement and the other Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityDocuments.

Appears in 1 contract

Samples: Credit and Security Agreement (Ameresco, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) Form of Assignment and Assumption EXHIBIT D-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, dated as of May 14February [__], 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Qualcomm Incorporated, a Delaware coxxxxxxxxx (the xxx BorrowerXxxxxwer”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Exhibit D-1 Form of U.S. Tax Compliance Certificate EXHIBIT F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14February [__], 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Qualcomm Incorporated, a Delaware coxxxxxxxxx (the xxx BorrowerXxxxxwer”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Exhibit D-2 Form of U.S. Tax Compliance Certificate EXHIBIT F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14February [__], 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Qualcomm Incorporated, a Delaware coxxxxxxxxx (the xxx BorrowerXxxxxwer”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Exhibit D-3 Form of U.S. Tax Compliance Certificate EXHIBIT F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14February [__], 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Qualcomm Incorporated, a Delaware coxxxxxxxxx (the xxx BorrowerXxxxxwer”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (Qualcomm Inc/De)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. TAX E CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) RE NON-BANK STATUS Reference is hereby made to that certain the Seventh Amended and Restated Credit Agreement, dated as of May 14April 2, 2014 2015 (as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, or otherwise renewed, refinanced or replaced from time to time (including subsequent or successive renewals, refinancings or replacements, and pursuant to one or more agreements or facilities), the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among PBF Logistics LP (Regal Cinemas Corporation, the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time time, Credit Suisse AG, as Administrative Agent, and the other agents party thereto. Pursuant to the provisions of Section 1(e)(22.19(e) of the Credit Agreement, the undersigned hereby certifies represents and warrants that (i) it is the sole record and beneficial owner of the Loan(s) Loan (as well as any Note(s) Note evidencing such Loan(s)Loan) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the CodeInternal Revenue Code of 1986, as amended, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BEN1986, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate Internal Revenue Code of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate1986, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementas amended. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: EXHIBIT F-1 CLOSING DATE CERTIFICATE [ ], 20[ ] Exhibit D-2 Form of U.S. Tax Certificate 2015 THE UNDERSIGNED HEREBY CERTIFY, EACH IN HIS OR HER CAPACITY AS AN OFFICER OF REGAL CINEMAS CORPORATION, A DELAWARE CORPORATION (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative AgentBORROWER”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit AgreementAND NOT INDIVIDUALLY, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Regal Entertainment Group)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York). Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, dated as of May 14December 17, 2014 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, and MUFG Union Bank, N.A., as Administrative Agent (as amendedextended, renewed, amended and restated, extended, supplemented or otherwise modified restated from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under . Terms defined in the Credit Agreement (are used herein with the “Administrative Agent”) and each Lender from time to time party theretosame meaning. Pursuant to the provisions of Section 1(e)(2) 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ EXHIBIT I-2 [FORM OF] Exhibit D-1 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14December 17, 2014 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, and MUFG Union Bank, N.A., as Administrative Agent (as amendedextended, renewed, amended and restated, extended, supplemented or otherwise modified restated from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under . Terms defined in the Credit Agreement (are used herein with the “Administrative Agent”) and each Lender from time to time party theretosame meaning. Pursuant to the provisions of Section 1(e)(2) 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ [_] Exhibit D-2 Form of EXHIBIT I-3 [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14December 17, 2014 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, and MUFG Union Bank, N.A., as Administrative Agent (as amendedextended, renewed, amended and restated, extended, supplemented or otherwise modified restated from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under . Terms defined in the Credit Agreement (are used herein with the “Administrative Agent”) and each Lender from time to time party theretosame meaning. Pursuant to the provisions of Section 1(e)(2) 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] PARTICIPANT By: Name: Title: Date: , 20[ EXHIBIT I-4 [FORM OF] Exhibit D-3 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, dated as of May 14December 17, 2014 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, and MUFG Union Bank, N.A., as Administrative Agent (as amendedextended, renewed, amended and restated, extended, supplemented or otherwise modified restated from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under . Terms defined in the Credit Agreement (are used herein with the “Administrative Agent”) and each Lender from time to time party theretosame meaning. Pursuant to the provisions of Section 1(e)(2) 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ [_] (PBF Logistics LP) SCHEDULE I Commitments 2.1 COMMITMENTS Name of Lender Initial Term Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Revolving Credit Commitment MUFG Union Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 $20,000,000 $15,000,000 Total $20,000,000 $15,000,000 Schedule I to Term Loan Credit Facility (PBF Logistics LP) 2.1 SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 6.2 SUBSIDIARIES Schedule II to Term Loan Credit Facility6.2 – Page 1 SCHEDULE 6.17 ENVIRONMENTAL MATTERS Schedule 6.17 – Page 1 SCHEDULE 8.7 INDEBTEDNESS SCHEDULE 8.8 LIENS SCHEDULE 8.9 INVESTMENTS

Appears in 1 contract

Samples: Credit Agreement (Performant Financial Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page “signature” of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 H-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain TO: Citizens Bank, N.A., as Administrative Agent RE: Credit Agreement, dated as of May 14March 9, 2014 2017, by and among MITEL US HOLDINGS, INC., a Delaware corporation, as the U.S. Borrower (the “U.S. Borrower”), MITEL NETWORKS CORPORATION, a corporation organized under the laws of Canada (“Parent”; and together with the U.S. Borrower, the “Borrowers” and each individually, a “Borrower”), the Lenders and Citizens Bank, N.A., as Administrative Agent for the Lenders (as amended, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under meanings set forth in the Credit Agreement (the “Administrative Agent”Agreement) and each Lender from time to time party thereto. DATE: [Date] Pursuant to the provisions of Section 1(e)(25.13(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, Code (iiic) it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (ivd) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code, and (e) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the U.S. Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the U.S. Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the U.S. Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinDelivery of this Certificate by telecopy shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: Name: Title: Date: , 20[ EXHIBIT H-2 [FORM OF] Exhibit D-1 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain TO: Citizens Bank, N.A., as Administrative Agent RE: Credit Agreement, dated as of May 14March 9, 2014 2017, by and among MITEL US HOLDINGS, INC., a Delaware corporation, as the U.S. Borrower (the “U.S. Borrower”), MITEL NETWORKS CORPORATION, a corporation organized under the laws of Canada (“Parent”; and together with the U.S. Borrower, the “Borrowers” and each individually, a “Borrower”), the Lenders and Citizens Bank, N.A., as Administrative Agent for the Lenders (as amended, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under meanings set forth in the Credit Agreement (the “Administrative Agent”Agreement) and each Lender from time to time party thereto. DATE: [Date] Pursuant to the provisions of Section 1(e)(25.13(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (ivd) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code, and (e) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender and the U.S. Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinDelivery of this Certificate by telecopy or other electronic means shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] as a Lender By: Name: Title: Date: , 20[ EXHIBIT H-3 [FORM OF] Exhibit D-2 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain TO: Citizens Bank, N.A., as Administrative Agent RE: Credit Agreement, dated as of May 14March 9, 2014 2017, by and among MITEL US HOLDINGS, INC., a Delaware corporation, as the U.S. Borrower (the “U.S. Borrower”), MITEL NETWORKS CORPORATION, a corporation organized under the laws of Canada (“Parent”; and together with the U.S. Borrower, the “Borrowers” and each individually, a “Borrower”), the Lenders and Citizens Bank, N.A., as Administrative Agent for the Lenders (as amended, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under meanings set forth in the Credit Agreement (the “Administrative Agent”Agreement) and each Lender from time to time party thereto. DATE: [Date] Pursuant to the provisions of Section 1(e)(25.13(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code, and (f) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender and the U.S. Borrower with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinDelivery of this Certificate by telecopy or other electronic means shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] as a Lender By: Name: Title: Date: , 20[ EXHIBIT H-4 [FORM OF] Exhibit D-3 Form of U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain TO: Citizens Bank, N.A., as Administrative Agent RE: Credit Agreement, dated as of May 14March 9, 2014 2017, by and among MITEL US HOLDINGS, INC., a Delaware corporation, as the U.S. Borrower (the “U.S. Borrower”), MITEL NETWORKS CORPORATION, a corporation organized under the laws of Canada (“Parent”; and together with the U.S. Borrower, the “Borrowers” and each individually, a “Borrower”), the Lenders and Citizens Bank, N.A., as Administrative Agent for the Lenders (as amended, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under meanings set forth in the Credit Agreement (the “Administrative Agent”Agreement) and each Lender from time to time party thereto. DATE: [Date] Pursuant to the provisions of Section 1(e)(25.13(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iiic) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) neither the undersigned nor any is not, and none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code, and (f) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the U.S. Borrower with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the U.S. Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the U.S. Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinDelivery of this Certificate by telecopy or other electronic means shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility:

Appears in 1 contract

Samples: Assignment and Assumption (Mitel Networks Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. NON-BANK TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14October 23, 2014 (as amended2013 among NEWS CORPORATION, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo Bankthe Lenders (as defined therein), National Association, as administrative agent under the Credit Agreement initial issuing banks (the “Administrative Initial Issuing Banks”) listed on the signature pages thereof, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Designated Agent (the “Designated Agent”) and each Lender from time to time the other agents party thereto. Foreign Lender shall mean a Lender that is a not a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 1(e)(22.14(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Internal Revenue Code, (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Designated Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Designated Agent in writing and (2) the undersigned shall furnish the Borrower and the Designated Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Designated Agent to the undersigned, or in either of the two calendar years preceding such payment. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: , 20[ ] XXXXXXX X-0 FORM OF NON-BANK TAX CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement dated as of October 23, 2013 among NEWS CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined therein), the initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages thereof,JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Designated Agent (the “Designated Agent”) and the other agents party thereto. Foreign Lender shall mean a Lender that is a not a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.14(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its partners/members claiming the portfolio interest exemption (the “applicable partners/members”) are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)) allocable to such applicable partners/members, (iii) neither the undersigned nor any of its applicable partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its applicable partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B)of the Internal Revenue Code, (v) none of its applicable partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its applicable partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Designated Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its applicable partners/members. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Designated Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Designated Agent in writing with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: , 20[ ] XXXXXXX X-0 FORM OF NON-BANK TAX CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement dated as of October 23, 2013 among NEWS CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined therein), the initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages thereof, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Designated Agent (the “Designated Agent”) and the other agents party thereto. Foreign Lender shall mean a Lender that is a not a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2Sections 2.14(e) and 8.07(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of 871(h)(3)(B)of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Foreign Lender with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Foreign Lender in writing, writing and (2) the undersigned shall have at all times furnished such Foreign Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Participant] By: Name: Title: [Address] Dated: , 20[ ] XXXXXXX X-0 FORM OF NON-BANK TAX CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement dated as of October 23, 2013 among NEWS CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined therein), the initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages thereof, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Designated Agent (the “Designated Agent”) and the other agents party thereto. Foreign Lender shall mean a Lender that is a not a United State person within the meaning of Section 7701(a)(30) of the Internal Revenue Code. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2Sections 2.14(e) and 8.07(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members claiming the portfolio interest exemption (the “applicable partners/members”) are the sole beneficial owners of the participation allocable to such participationapplicable partners/members, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect applicable partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect applicable partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of 871(h)(3)(B)of the Code and Internal Revenue Code, (v) none of its direct or indirect applicable partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its applicable partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Foreign Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Internal Revenue Service Form W-8IMY accompanied by an IRS Internal Revenue Service Form W-8BEN from each of such partner’sits applicable partners/member’s beneficial owners that is claiming the portfolio interest exemptionmembers. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, such Foreign Lender in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Foreign Lender with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersignedunder-signed, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [Signature Page Follows] [Participant] By: Name: Title: Date[Address] Dated: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (News Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E FORM OF U.S. TAX EXEMPTION CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14December [12], 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among NorthWestern Corporation d/b/a NorthWestern Energy, among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) several banks and each Lender other financial institutions or entities from time to time party theretoparties thereto (the “Lenders”), and Bank of America, N.A., as administrative agent. Pursuant Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the provisions of Section 1(e)(2Credit Agreement. _______________________ (the “Non-U.S. Lender”) is providing this certificate pursuant to subsection 2.16(d) of the Credit Agreement, the undersigned . The Non-U.S. Lender hereby certifies that (i) it represents and warrants that: The Non-U.S. Lender is the sole record and beneficial owner of the Loan(s) (as well as any Loans or the obligations evidenced by Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it . The Non-U.S. Lender is not a bank within the meaning “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, (iii) it the Non-U.S. Lender further represents and warrants that: the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements. The Non-U.S. Lender is not a ten 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code Code; and (iv) it The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related to person within the Borrower as described in meaning of Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent administrative agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinIN WITNESS WHEREOF, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementundersigned has duly executed this certificate. XXXXX FARGO BANK, NATIONAL ASSOCIATION Exhibit 10.1 [NAME OF NON-U.S. LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate 10.1 FORM OF EXEMPTION CERTIFICATE (For Foreign Lenders that are not Non-U.S. Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14December [12], 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among NorthWestern Corporation d/b/a NorthWestern Energy, among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) several banks and each Lender other financial institutions or entities from time to time party theretoparties thereto (the “Lenders”), and Bank of America, N.A., as administrative agent. Pursuant Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the provisions of Section 1(e)(2Credit Agreement. _______________________ (the “Non-U.S. Participant”) is providing this certificate pursuant to subsection 2.16(d) of the Credit Agreement, the undersigned . The Non-U.S. Participant hereby certifies that (i) it represents and warrants that: The Non-U.S. Participant is the sole record and beneficial owner of the participation participating interest(s) in respect of which it is providing this certificate, (ii) it . The Non-U.S. Participant is not a bank within the meaning “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, (iii) it the Non-U.S. Participant further represents and warrants that: the Non-U.S. Participant is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and the Non-U.S. Participant has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements. The Non-U.S. Participant is not a ten 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, ; and (iv) it The Non-U.S. Participant is not a controlled foreign corporation receiving interest from a related to person within the Borrower as described in meaning of Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such its participating Lender in writing, and (2) the undersigned shall have at all times furnished such its participating Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinIN WITNESS WHEREOF, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementundersigned has duly executed this certificate. Exhibit 10.1 [NAME OF NON-U.S. PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate 10.1 FORM OF EXEMPTION CERTIFICATE (For Foreign Non-U.S. Lenders that are That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14December [12], 2014 2016 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among NorthWestern Corporation d/b/a NorthWestern Energy, among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) several banks and each Lender other financial institutions or entities from time to time party theretoparties thereto (the “Lenders”), and Bank of America, N.A., as administrative agent. Pursuant Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the provisions of Section 1(e)(2Credit Agreement. _______________________ (the “Non-U.S. Lender”) is providing this certificate pursuant to subsection 2.16(d) of the Credit Agreement, the undersigned . The Non-U.S. Lender hereby certifies that (i) it represents and warrants that: The Non-U.S. Lender is the sole record owner of of, and its direct or indirect partners/members are the participation beneficial owners of, the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are . Neither the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned Non-U.S. Lender nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, (iv) the Non-U.S. Lender further represents and warrants that: neither the undersigned Non-U.S. Lender nor any of its direct or indirect partners/members are subject to regulatory or other legal requirements as a bank in any jurisdiction; and neither the Non-U.S. Lender nor any of its direct or indirect partners/members have been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements. Neither the Non-U.S. Lender nor any of its direct or indirect partners/members is a ten 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code Code; and (v) none Neither the Non-U.S. Lender nor any of its direct or indirect partners/members is a controlled foreign corporation receiving interest from a related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business person within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent administrative agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinIN WITNESS WHEREOF, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementundersigned has duly executed this certificate. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION Exhibit 10.1 [NAME OF NON-U.S. LENDER] By: Name: Title: Date: Exhibit 10.1 FORM OF EXEMPTION CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit Agreement, 20[ dated as of December [12], 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among NorthWestern Corporation d/b/a NorthWestern Energy, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), and Bank of America, N.A., as administrative agent. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. _______________________ (the “Non-U.S. Participant”) is providing this certificate pursuant to subsection 2.16(d) of the Credit Agreement. The Non-U.S. Participant hereby represents and warrants that: The Non-U.S. Participant is the sole record owner of, and its direct or indirect partners/members are the beneficial owners of, the participation interests in respect of which it is providing this certificate. Neither the Non-U.S. Participant nor any of its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Lender further represents and warrants that: neither the Non-U.S. Participant nor any of its direct or indirect partners/members are subject to regulatory or other legal requirements as a bank in any jurisdiction; and neither the Non-U.S. Participant nor any of its direct or indirect partners/members have been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements. Neither the Non-U.S. Participant nor any of its direct or indirect partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; and Neither the Non-U.S. Participant nor any of its direct or indirect partners/members is a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform its participating Lender, and (2) the undersigned shall have at all times furnished its participating Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. IN WITNESS WHEREOF, the undersigned has duly executed this certificate. Exhibit 10.1 [NAME OF NON-U.S. PARTICIPANT] By: Name: Title: Date: Exhibit 10.1 EXHIBIT F FORM OF BORROWING NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of December [12], 2016 (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankas amended, National Association $ 45,875,000 15.291666667 % Citibankrestated, N.A. $ 45,825,000 15.275 % Deutsche extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NorthWestern Corporation d/b/a NorthWestern Energy, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % of America, N.A., as Administrative Agent. The undersigned hereby requests (select one): A Borrowing of Revolving Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction Loans A conversion or continuation of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityRevolving Credit

Appears in 1 contract

Samples: Credit Agreement (Northwestern Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkYork (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). Exhibit C Annex 1 to Term Loan Credit Facility (PBF Logistics LP) Assignment and Assumption EXHIBIT D-1 E-1 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 1425, 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or any successor form). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-1 Form of EXHIBIT E-2 [FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 1425, 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(CSection881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-2 Form of EXHIBIT E-3 [FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 1425, 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ [__] Exhibit D-3 Form of EXHIBIT E-4 [FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, Agreement dated as of May 1425, 2014 2022 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[__] EXHIBIT F FORM OF SOLVENCY CERTIFICATE [ ] ], 20__ This Solvency Certificate is delivered pursuant to Section 3.2(b) of the Term Loan Credit Agreement dated as of May 25, 2022 (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Intercontinental Exchange, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % CitibankAssociation, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Suisse AGAgreement. The undersigned hereby certifies, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingsolely in his capacity as an officer of the Borrower and not in his individual capacity, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityas follows:

Appears in 1 contract

Samples: Term Loan Credit Agreement (Intercontinental Exchange, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LPXXXXXXX X-0 [FORM OF] SECTION 10.15(a) EXHIBIT D-1 FORM OF U.S. US TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-US Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, dated the CREDIT AGREEMENT entered into as of May 14November 23, 2014 2010 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), among PBF Logistics LP and, upon the effectiveness of its joinder to the Credit Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Associationeach lender from time to time party thereto and Barclays Bank PLC, as administrative agent under the Credit Agreement (the “Administrative Agent”) , Swing Line Lender and L/C Issuer, each Lender other lender from time to time party thereto. Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(210.15(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten 10-percent shareholder of the Initial Borrower or the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code and Code, (iv) it is not a "controlled foreign corporation related to the Borrower as corporation" described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent in writing and (2) the undersigned shall have at all times furnished furnish the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinpayment, terms defined after the occurrence of any event requiring a change in the Credit Agreement most recent form, certificate or evidence previously delivered by it to the Borrowers and used herein shall have the meanings given Administrative Agent and from time to them in time thereafter if reasonably requested by the Credit AgreementBorrower or the Administrative Agent. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: DateDated: , 20[ EXHIBIT S-2 [FORM OF] Exhibit D-1 Form of U.S. Tax Certificate SECTION 10.15(a) US TAX CERTIFICATE (For Foreign Non-US Lenders that are not That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated the CREDIT AGREEMENT entered into as of May 14November 23, 2014 2010 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), among PBF Logistics LP and, upon the effectiveness of its joinder to the Credit Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Associationeach lender from time to time party thereto and Barclays Bank PLC, as administrative agent under the Credit Agreement (the “Administrative Agent”) , Swing Line Lender and L/C Issuer, each Lender other lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, Capitalized terms defined in the Credit Agreement and used herein but not defined shall have the meanings given assigned to them such terms in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(210.15(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten 10-percent shareholder of the Initial Borrower or the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members is a "controlled foreign corporation related to the Borrower as corporation" described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned or its partners/members. The undersigned has furnished the Administrative Agent and the Borrower with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms an Internal Revenue Service Form W-8BEN from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each , provided that, for the avoidance of such partner’sdoubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member’s beneficial owners that is member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinpayment, terms defined after the occurrence of any event requiring a change in the Credit Agreement most recent form, certificate or evidence previously delivered by it to the Borrowers and used herein shall have the meanings given Administrative Agent and from time to them in time thereafter if reasonably requested by the Credit AgreementBorrower or the Administrative Agent. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: DateDated: EXHIBIT S-3 [FORM OF] SECTION 10.15(a) US TAX CERTIFICATE (For Non-US Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the CREDIT AGREEMENT entered into as of November 23, 20[ ] 2010 (PBF Logistics LPas amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) SCHEDULE I Commitments among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo BankBorrower”), National Association $ 45,875,000 15.291666667 % Citibankand, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % upon the effectiveness of its joinder to the Credit Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto, and Barclays Bank PLC $ 45,825,000 15.275 % PLC, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Credit Suisse AGAgreement. Pursuant to the provisions of Section 10.15(a) of the Credit Agreement, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingthe undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, Inc. $ 45,825,000 15.275 % UBS AG(ii) it is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, Stamford Branch $ 25,000,000 8.333333333 % Subsequent as amended (the “Code”), (iii) it is not a 10-percent shareholder of the Initial Borrower or the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, (iv) it is not a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Commitments Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished its participating non-US Lender Commitment Applicable Percentage Xxxxx Fargo Bankwith a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, National Association $ 0 Citibankthe undersigned agrees that (1) if the information provided on this certificate changes, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 the undersigned shall promptly so inform such non-US Lender in writing and (2) the undersigned shall have at all times furnished such non-US Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment, after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. [NAME OF PARTICIPANT] By: Name: Title: Dated: EXHIBIT S-4 [FORM OF] SECTION 10.15(a) US TAX CERTIFICATE (For Non-US Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the CREDIT AGREEMENT entered into as of November 23, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), and, upon the effectiveness of its joinder to the Credit Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto, and Barclays Bank PLC $ 0 PLC, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Credit Suisse AGAgreement. Pursuant to the provisions of Section 10.15(a) of the Credit Agreement, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Fundingthe undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, Inc. $ 0 UBS AG(ii) its partners/members are the sole beneficial owners of such participation, Stamford Branch $ 0 Schedule I (iii) neither the undersigned nor any of its partners/members is a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its partners/members is a 10-percent shareholder of the Initial Borrower or the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, (v) none of its partners/members is a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned or its partners/members. The undersigned has furnished its participating non-US Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the undersigned to Term Loan Credit Facility provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (PBF Logistics LPincluding appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction if the information provided on this certificate changes, the undersigned shall promptly so inform such non-US Lender in writing and (2) the undersigned shall have at all times furnished such non-US Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of Organizationthe two calendar years preceding such payment, after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. [NAME OF PARTICIPANT] By: Delaware Type of OrganizationName: Limited Partnership Organizational Identification NumberTitle: DelawareDated: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityEXHIBIT T

Appears in 1 contract

Samples: Credit Agreement (Dunkin' Brands Group, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D – TAX FORMS EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Term Loan Credit Agreement, dated as of May 1415, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (International Flavors & Fragrances Inc., China Construction Bank Corporation, New York Branch and the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender other lenders party thereto from time to time party theretoand China Construction Bank Corporation, New York Branch, as administrative agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: _____ ___, 20[ ] Exhibit D-1 Form of D1-1 EXHIBIT D-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, dated as of May 1415, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (International Flavors & Fragrances Inc., China Construction Bank Corporation, New York Branch and the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender other lenders party thereto from time to time party theretoand China Construction Bank Corporation, New York Branch, as administrative agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _____ ___, 20[ ] Exhibit D-2 Form of D2-1 EXHIBIT D-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, dated as of May 1415, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (International Flavors & Fragrances Inc., China Construction Bank Corporation, New York Branch and the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender other lenders party thereto from time to time party theretoand China Construction Bank Corporation, New York Branch, as administrative agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _____ ___, 20[ ] Exhibit D-3 Form of EXHIBIT D-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Loan Credit Agreement, dated as of May 1415, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (International Flavors & Fragrances Inc., China Construction Bank Corporation, New York Branch and the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender other lenders party thereto from time to time party theretoand China Construction Bank Corporation, New York Branch, as administrative agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: _____ ___, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Term Loan Credit Agreement (International Flavors & Fragrances Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-non- U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTXXXXXX] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) 289311213 v1 Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 18, 2014 2020 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)WDB Holding PA, Xxxxx Fargo BankInc., National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility,

Appears in 1 contract

Samples: Credit Agreement (TerrAscend Corp.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Table of Contents Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) Table of Contents EXHIBIT D-1 E-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Banks That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May April 14, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Prudential Financial, Inc., Prudential Funding, LLC, The Prudential Insurance Company of America, the “Borrower”)Banks party thereto, Xxxxx Fargo and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent and Several L/C Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO [NAME OF BANK, NATIONAL ASSOCIATION ] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of 201 U.S. Tax Compliance Certificate Table of Contents EXHIBIT E-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May April 14, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Prudential Financial, Inc., Prudential Funding, LLC, The Prudential Insurance Company of America, the “Borrower”)Banks party thereto, Xxxxx Fargo and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent and Several L/C Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender Bank in writing, and (2) the undersigned shall have at all times furnished such Lender Bank with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of 201 U.S. Tax Compliance Certificate Table of Contents EXHIBIT E-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May April 14, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Prudential Financial, Inc., Prudential Funding Company, LLC, The Prudential Insurance Company of America, the “Borrower”)Banks party thereto, Xxxxx Fargo and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent and Several L/C Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender Bank and (2) the undersigned shall have at all times furnished such Lender Bank with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of 201 U.S. Tax Compliance Certificate Table of Contents EXHIBIT E-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Banks That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Amended and Restated Credit Agreement, Agreement dated as of May April 14, 2014 2015 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (Prudential Financial, Inc., Prudential Funding, LLC, The Prudential Insurance Company of America, the “Borrower”)Banks party thereto, Xxxxx Fargo and JPMorgan Chase Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent and Several L/C Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO [NAME OF BANK, NATIONAL ASSOCIATION ] By: Name: Title: Date: , 20[ 201 U.S. Tax Compliance Certificate Table of Contents EXHIBIT F [FORM OF] PICA ASSUMPTION AGREEMENT AGREEMENT dated as of , , made by THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a life insurance company organized under the laws of the State of New Jersey (PBF Logistics LP“PICA”), in favor of the Banks and the Administrative Agent party to the Credit Agreement referred to herein and the holders from time to time of the Loans made to PFLLC (as defined below) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythereunder.

Appears in 1 contract

Samples: Credit Agreement (Prudential Financial Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and the other parties to the Credit Agreement and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE LENDERS; NOT PARTNERSHIPS FOR PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 22, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rice Midstream Holdings LLC, a Delaware limited liability company, as Borrower”), Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT G-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 22, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rice Midstream Holdings LLC, a Delaware limited liability company, as Borrower”), Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT G-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 22, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rice Midstream Holdings LLC, a Delaware limited liability company, as Borrower”), Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT G-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14December 22, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Rice Midstream Holdings LLC, a Delaware limited liability company, as Borrower”), Xxxxx Fargo Bank, National AssociationN.A., as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender , the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 1(e)(2) 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT H-1 COMMITMENT INCREASE AGREEMENT THIS COMMITMENT INCREASE AGREEMENT (PBF Logistics LPthis “Agreement”) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage dated as of [ ], is among [Insert name of Existing Lender] (“Existing Lender”), Rice Midstream Holdings LLC, a Delaware limited liability company (the “Borrower”), and Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % CitibankN.A., N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Agreement referred to below. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityAgreement.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other in electronic means (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 C-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME Federal Income Tax Purposes) U.S. TAX PURPOSESCOMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Fourth Amended and Restated Credit Agreement, dated as of May 14June 11, 2014 2024 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT C-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR For Foreign Participants That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Fourth Amended and Restated Credit Agreement, dated as of May 14June 11, 2014 2024 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT C-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR For Foreign Participants That Are Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Fourth Amended and Restated Credit Agreement, dated as of May 14June 11, 2014 2024 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT C-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR For Foreign Lenders That Are Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Fourth Amended and Restated Credit Agreement, dated as of May 14June 11, 2014 2024 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF XXXXXX] By: Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (Entergy Mississippi, LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 D FORM OF ADMINISTRATIVE QUESTIONNAIRE [On file with the Administrative Agent.] EXHIBIT E FORM OF GUARANTY [See attached.] EXHIBIT F FORM OF SECURITY AGREEMENT [See attached.] EXHIBIT G FORM OF PERFECTION CERTIFICATE [See attached.] EXHIBIT H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14January 4, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Callaway Golf Company, among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Term Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments under any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative AgentAgent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of EXHIBIT H-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14January 4, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Callaway Golf Company, among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments with respect to such participation are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of EXHIBIT H-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14January 4, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Callaway Golf Company, among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption (its “Applicable Partners/Members”) is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partnersApplicable Partners/members Members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partnersApplicable Partners/members Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments with respect to such participation are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its Applicable Partners/Members. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partnersApplicable Partners/members Members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of EXHIBIT H-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Credit Agreement, Agreement dated as of May 14January 4, 2014 2019 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Callaway Golf Company, among PBF Logistics LP a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 1(e)(23.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Term Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Term Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption (its “Applicable Partners/Members”) is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partnersApplicable Partners/members Members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partnersApplicable Partners/members Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments under any Loan Document are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its Applicable Partners/Members. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partnersApplicable Partners/members that is claiming the portfolio interest exemptionMembers: (i) an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative AgentAgent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: EXHIBIT I FORM OF SOLVENCY CERTIFICATE This Solvency Certificate is delivered pursuant to Section 4.01(a)(ix) of the Credit Agreement dated as of January 4, 20[ ] 2019, among Callaway Golf Company, a Delaware corporation (PBF Logistics LPthe “Borrower”), the lenders party thereto from time to time (the “Lenders”) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankand Bank of America, National Association $ 45,875,000 15.291666667 % CitibankAssociation, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Suisse AGAgreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingsolely in his capacity as an officer of the Borrower and not in his individual capacity, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilityas follows:

Appears in 1 contract

Samples: Credit Agreement (Callaway Golf Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic means image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Term Credit Agreement, Agreement dated as of May 14February 15, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretothereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: _______ __, 20[ ] Exhibit D-1 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Credit Agreement, Agreement dated as of May 14February 15, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretothereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _______ __, 20[ ] Exhibit D-2 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Credit Agreement, Agreement dated as of May 14February 15, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretothereto and Xxxxxxx Sachs Bank USA, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _______ __, 20[ ] Exhibit D-3 Form of [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the Term Credit Agreement, Agreement dated as of May 14February 15, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party theretothereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: _______ __, 20[ ] EXHIBIT C [FORM OF] SOLVENCY CERTIFICATE Pursuant to Section 4.02(f)(ii) of the Term Credit Agreement dated as of February 15, 2017 (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bankas amended, National Association $ 45,875,000 15.291666667 % Citibanksupplemented or otherwise modified from time to time, N.A. $ 45,825,000 15.275 % Deutsche the “Credit Agreement”), among Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto and Xxxxxxx Sachs Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AGUSA, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Fundingas Administrative Agent, Inc. $ 45,825,000 15.275 % UBS AGthe undersigned hereby certifies, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Banksolely in such undersigned’s capacity as chief financial officer of the Borrower, National Association $ 0 Citibankand not individually, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AGas follows: As of the date hereof, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Fundingafter giving effect to the consummation of the Ixia Acquisition and the other Transactions, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I including the making of the Loans and after giving effect to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction the application of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythe proceeds thereof:

Appears in 1 contract

Samples: Term Credit Agreement (Keysight Technologies, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C (to Term Loan the Credit Facility (PBF Logistics LPAgreement) EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 1411, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Berkshire Hathaway Energy Company (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretoand The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: :______________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT F-2 (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 1411, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Berkshire Hathaway Energy Company (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretoand The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: :_______________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT F-3 (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 1411, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Berkshire Hathaway Energy Company (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretoand The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: :_______________________________________ Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT F-4 (to the Credit Agreement) [FORM OF] U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain the 364-Day Credit Agreement, dated as of May 1411, 2014 2017 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP Berkshire Hathaway Energy Company (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretoand The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent. Pursuant to the provisions of Section 1(e)(2) 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: :_______________________________________ Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender LIST OF COMMITMENT AMOUNTS AND APPLICABLE LENDING OFFICES BERKSHIRE HATHAWAY ENERGY COMPANY U.S. $1,000,000,000 364-Day Credit Agreement Name of Bank Commitment Applicable Percentage Amount DomesticLending Office EurodollarLending Office The Bank of Tokyo-Mitsubishi UFJ, Ltd. $145,000,000 0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxx, Xxx Xxxx 00000-0000 Contact: Xxxxxxx FlaggPhone: (213) 236-6911Email: xxxxxx@xx.xxxx.xx Group Email : XxxxxxXxxx@xx.xx.xxxx.xx Contact: Xxxxxxx FesenmaierPhone: (213) 236‐5065Email: jfesenmaier@ xx.xxxx.xx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office Mizuho Bank, Ltd. $145,000,000 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxxx ChangPhone: (212) 282-3465Fax: (212) 282-4488Email: xxxxxx.xxxxx@mizuhocbus.comGroup Email: XXX_XXXxxx0@xxxxxxxxxx.xxx Same as Domestic Lending Office JPMorgan Chase Bank, N.A. $145,000,000 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0 Xxxxx 0 Xxxxxx, Xxxxxxxx 00000-0000 Contact: Xxxx JavellanaPhone: (212) 270-4272Email: xxxx.x.xxxxxxxxx@jpmorgan.comGroup Email : xx_xxx@xxxxxxxx.xxx Same as Domestic Lending Office Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % $145,000,000 00 X. 0xx Xxxxxx XXX: N9305-06G Xxxxxxxxxxx, XX 00000 Contact: Xxxx GredvigPhone: (612) 667-4832Fax : (612) 316-0506Email: xxxxxxx.x.xxxxxxx@wellsfargo.comGroup Email: XXXXXXXXXXxxxxxxx@xxxxxxxxxx.xxx Same as Domestic Lending Office Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % $140,000,000 000 Xxxx Xxxxxx, 00xx Xxxxx 0 Xxx Xxxx, Xxx Xxxx 00000 Contact: Loan AdministrationPhone: (000) 000-0000 Fax: (000) 000-0000 Email: XXXxxxxxxxxxxXxx@xxxx.xxx Same as Domestic Lending Office Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG$140,000,000 000 Xxxxxxx Xxxxxx, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding00xx XX Xxx Xxxx, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Xxx Xxxx 00000 Contact: Xxxx Kaniampuram Phone: (212) 526-4763Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxxXxxxx Email: xxxXXXxxxXxx0@Xxxxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Applicable Percentage Xxxxx Fargo Bank, Amount DomesticLending Office EurodollarLending Office U.S. Bank National Association $ 0 Citibank$140,000,000 0000 Xxxxxx Xxxxxx Xxxxx, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxxxx 00000 Contact: Xxxxx Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility Phone: (PBF Logistics LP402) 536-5104Fax : (402) 536-5213Email: xxxxx.xxxxxx@xxxxxx.xxx Group Email: XXXXxxxxxxxxxxXxxxxxxxXxxx@xxxxxx.xxx Same as Domestic Lending Office TOTAL $1,000,000,000 SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan LIST OF MATERIAL SUBSIDIARIES BERKSHIRE HATHAWAY ENERGY COMPANY U.S. $1,000,000,000 364-Day Credit FacilityAgreement

Appears in 1 contract

Samples: Credit Agreement (Pacificorp /Or/)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other in electronic means (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 C-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME Federal Income Tax Purposes) U.S. TAX PURPOSESCOMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14June 3, 2014 2021 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-1 Form of EXHIBIT C-2 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR For Foreign Participants That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14June 3, 2014 2021 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-2 Form of EXHIBIT C-3 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR For Foreign Participants That Are Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14June 3, 2014 2021 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit D-3 Form of EXHIBIT C-4 FORM OF U.S. Tax Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR For Foreign Lenders That Are Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain the Third Amended and Restated Credit Agreement, dated as of May 14June 3, 2014 2021 (as further amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”)Entergy Corporation, Xxxxx Fargo BankCitibank, National AssociationN.A., as the administrative agent under the Credit Agreement (the “Administrative Agent”) ), and each Lender lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 1(e)(22.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(sAdvance(s) (as well as any Note(spromissory note(s) evidencing such Loan(sAdvance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (Entergy Arkansas, LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 FORM OF U.S. F-0 XX XXXXXX XXXXXXXXX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Non-U.S. FEDERAL INCOME TAX PURPOSESLenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 Amended and Restated Senior Secured Term Loan Facility Agreement (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of December 5, 2016, by and among PBF Logistics LP (the “Borrower”)Ocwen Loan Servicing, Xxxxx Fargo Bank, National AssociationLLC, as administrative agent under the Credit Agreement (Borrower, Ocwen Financial Corporation, as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the “Administrative Agent”) and each Lender Lenders party thereto from time to time party theretotime, and Barclays Bank PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Agreement. Pursuant to the provisions of Section 1(e)(22.18(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and Internal Revenue Code, (iv) it is not a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with the Loan Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN-E or W-8BEN. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. EXHIBIT F-0-0 Xxxx xx Xxxxxx Xxxxxx Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit FacilityCompliance Certificate

Appears in 1 contract

Samples: Counterpart Agreement (Ocwen Financial Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 D [RESERVED] EXHIBIT E FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSESThis certificate is delivered pursuant to Section 2.15(e) Reference is hereby made to that certain of the Credit Agreement, dated as of May 14August 18, 2014 2021 (as amended, amended and restated, extendedrestated, supplemented or otherwise modified from time to timetime in accordance with its terms, the “Credit Agreement”)) among XXXXXXX INTERNATIONAL, among PBF Logistics LP INC. (the “Borrower”), Xxxxx Fargo Bank, National AssociationXXXXXXX RESTAURANT CORPORATION, as administrative agent under a Guarantor, XXXXXXX FLORIDA, INC., as a Guarantor, XXXXXXX TEXAS, INC., as a Guarantor, XXXXXXX INTERNATIONAL PAYROLL COMPANY, L.P., the Guarantor, the Banks party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms defined in the Credit Agreement (are used herein with the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the same meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Codeunless otherwise defined herein. The undersigned has furnished hereby represents and warrants to the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate or the IRS Form W-8BEN, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] Exhibit D-1 Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-2 Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Exhibit D-3 Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Credit Agreement, dated as of May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender from time to time party thereto. Pursuant to the provisions of Section 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facilitythat:

Appears in 1 contract

Samples: Credit Agreement (Brinker International, Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. Exhibit C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT D-1 E-1 FORM OF U.S. UNITED STATES TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR For Foreign Lenders That Are Not Partnerships For U.S. FEDERAL INCOME TAX PURPOSESFederal Income Tax Purposes) Reference is hereby made to that certain Xxxxxxx and Restated Credit Agreement, dated as of May 14November 29, 2014 2021 (as may be amended, restated, amended and restated, extendedreplaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP NMI HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, and (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person person status on IRS Form W-8BEN. W- 8BEN or IRS Form W- 8BEN- E. By executing this certificate or the IRS Form W-8BENcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished furnish the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made by the Company or the Agent to the undersigned, or in either of the two calendar years preceding such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. XXXXX FARGO BANK, NATIONAL ASSOCIATION [Lender] By: Name: Title: Date[Address] Dated: _______________________, 20202[ ] Exhibit D-1 Form of U.S. Tax Certificate EXHIBIT E-2 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are not Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Xxxxxxx and Restated Credit Agreement, dated as of May 14November 29, 2014 2021 (as may be amended, restated, amended and restated, extendedreplaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP NMI HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(f) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTSignature Page Follows] [Lender] By: Name: Title: Date[Address] Dated: _______________________, 20202[ ] Exhibit D-2 Form of U.S. Tax Certificate EXHIBIT E-3 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Foreign Lenders that are Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Xxxxxxx and Restated Credit Agreement, dated as of May 14November 29, 2014 2021 (as may be amended, restated, amended and restated, extendedreplaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP NMI HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(f) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTSignature Page Follows] [Participant] By: Name: Title: Date[Address] Dated: _______________________, 20202[ ] Exhibit D-3 Form of U.S. Tax Certificate EXHIBIT E-4 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Foreign Participants that are Lenders That Are Partnerships for For U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to that certain Xxxxxxx and Restated Credit Agreement, dated as of May 14November 29, 2014 2021 (as may be amended, restated, amended and restated, extendedreplaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP NMI HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent”) and each Lender Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 1(e)(23.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) neither the undersigned nor any none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Code Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate or any of the Form W-8BENscertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent in writing with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made by the Company or the Agent to the undersigned, or in either of the two calendar years preceding such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION [Signature Page Follows] [Participant] By: Name: Title: Date[Address] Dated: _______________________, 20202[ ] (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Schedule II to Term Loan Credit Facility]

Appears in 1 contract

Samples: Credit Agreement (NMI Holdings, Inc.)

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