Common use of No Deductions; Increased Costs; Break Funding Payments Clause in Contracts

No Deductions; Increased Costs; Break Funding Payments. 49 Section 8.2. Right of Setoff; Other Collateral 51 Section 8.3. Indemnity; Expenses 51 Section 8.4. Obligations Absolute 53 Section 8.5. Liability of the Issuing Bank 53 Section 8.6. Participants 55 Section 8.7. Assignment and Assumption. 56 Section 8.8. Survival of this Agreement 59 Section 8.9. Modification of this Agreement 59 Section 8.10. Waiver of Rights by the Banks 60 Section 8.11. Severability 60 Section 8.12. Governing Law 60 Section 8.13. Notices 60 Section 8.14. Successors and Assigns 61 Section 8.15. Taxes and Expenses 62 Section 8.16. Headings 65 Section 8.17. Counterparts 65 Section 8.18. Entire Agreement 65 Section 8.19. Government Regulations 65 Section 8.20. Confidentiality 66 Section 8.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form of Letter of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.

No Deductions; Increased Costs; Break Funding Payments. 49 50 Section 8.29.2. Right of Setoff; Other Collateral 51 52 Section 8.39.3. Indemnity; Expenses 51 52 Section 8.49.4. Obligations Absolute 53 54 Section 8.59.5. Liability of the Issuing Bank 53 55 Section 8.69.6. Participants 55 57 Section 8.79.7. Assignment and Assumption. 56 57 Section 8.89.8. Survival of this Agreement 59 Section 8.99.9. Modification of this Agreement 59 Section 8.109.10. Waiver of Rights by the Banks 60 Section 8.119.11. Severability 60 Section 8.129.12. Governing Law 60 Section 8.139.13. Notices 60 Section 8.149.14. Successors and Assigns 61 Section 8.15. Taxes and Expenses 62 Section 8.169.15. Withholding of Taxes; Gross-Up 62 Section 9.16. Headings 65 Section 8.179.17. Counterparts 65 Section 8.189.18. Entire Agreement 65 Section 8.199.19. Government Regulations 65 Section 8.209.20. Confidentiality 66 Section 8.219.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form Article X Guaranty of Letter Obligations Section 10.1. The Guaranty 67 Section 10.2. Obligations Unconditional 68 Section 10.3. Reinstatement 68 Section 10.4. Certain Additional Waivers 69 Section 10.5. Remedies 69 Section 10.6. Guarantee of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.Payment; Continuing Guarantee 69 Schedules

No Deductions; Increased Costs; Break Funding Payments. 49 51 Section 8.29.2. Right of Setoff; Other Collateral 51 54 Section 8.39.3. Indemnity; Expenses 51 54 Section 8.49.4. Obligations Absolute 53 56 Section 8.59.5. Liability of the Issuing Bank 53 56 Section 8.69.6. Participants 55 58 Section 8.79.7. Assignment and Assumption. 56 58 Section 8.89.8. Survival of this Agreement 59 60 Section 8.99.9. Modification of this Agreement 59 60 Section 8.109.10. Waiver of Rights by the Banks 60 61 Section 8.119.11. Severability 60 61 Section 8.129.12. Governing Law 60 61 Section 8.139.13. Notices 60 61 Section 8.149.14. Successors and Assigns 61 63 Section 8.159.15. Taxes and Expenses 62 Withholding of Taxes; Gross-Up 64 Section 8.169.16. Headings 65 67 Section 8.179.17. Counterparts 65 67 Section 8.189.18. Entire Agreement 65 67 Section 8.199.19. Government Regulations 65 67 Section 8.209.20. Confidentiality 66 68 Section 8.219.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form 68 Article X Guaranty of Letter Obligations Section 10.1. The Guaranty 69 Section 10.2. Obligations Unconditional 69 Section 10.3. Reinstatement 70 Section 10.4. Certain Additional Waivers 70 Section 10.5. Remedies 70 Section 10.6. Guarantee of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.Payment; Continuing Guarantee 71 Schedules

No Deductions; Increased Costs; Break Funding Payments. 49 52 Section 8.2. Right of Setoff; Other Collateral 51 53 Section 8.3. Indemnity; Expenses 51 54 Section 8.4. Obligations Absolute 53 55 Section 8.5. Liability of the Issuing Bank 53 56 Section 8.6. Participants 55 58 Section 8.7. Assignment and Assumption. 56 Assumption 59 Section 8.8. Survival of this Agreement 59 61 Section 8.9. Modification of this Agreement 59 61 Section 8.10. Waiver of Rights by the Banks 60 62 Section 8.11. Severability 60 Severability. 62 Section 8.12. Governing Law 60 Law. 62 Section 8.13. Notices 60 Notices. 62 -3- Section 8.14. Successors and Assigns 61 Assigns. 65 Section 8.15. Taxes and Expenses 62 Expenses. 65 Section 8.16. Headings 65 69 Section 8.17. Counterparts 65 [Reserved] 69 Section 8.18. Entire Agreement 65 69 Section 8.19. Government Regulations 65 69 Section 8.20. Confidentiality 66 Submission to Jurisdiction; Waiver of Jury Trial 69 Section 8.21. Confidentiality 69 Section 8.22. No Advisory or Fiduciary Responsibility 67 71 Section 8.23. Execution in Counterparts 71 Section 8.24. Interest Rate Limitation 72 Section 8.25. Acknowledgment and Consent to Bail-In of EEA Financial Institutions 72 Schedules I Existing Liens Ownership II Ownership III Bank Notice Addresses Exhibits A Form of Letter of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement -4- REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.

No Deductions; Increased Costs; Break Funding Payments. 49 53 Section 8.29.2. Right of Setoff; Other Collateral 51 55 Section 8.39.3. Indemnity; Expenses 51 56 Section 8.49.4. Obligations Absolute 53 57 Section 8.59.5. Liability of the Issuing Bank 53 58 Section 8.69.6. Participants 55 60 Section 8.79.7. Assignment and Assumption. 56 Assumption 60 Section 8.89.8. Survival of this Agreement 59 62 Section 8.99.9. Modification of this Agreement 59 62 Section 8.109.10. Waiver of Rights by the Banks 60 63 Section 8.119.11. Severability 60 63 Section 8.129.12. Governing Law 60 63 Section 8.139.13. Notices 60 63 Section 8.149.14. Successors and Assigns 61 65 Section 8.159.15. Taxes and Expenses 62 Withholding of Taxes; Gross-Up 65 Section 8.169.16. Headings 65 68 Section 8.179.17. Counterparts 65 68 Section 8.189.18. Entire Agreement 65 68 Section 8.199.19. Government Regulations 65 68 Section 8.209.20. Confidentiality 66 69 Section 8.219.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form 70 Section 9.22. Release of Letter of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.Collateral Mortgage Bonds 70 Schedule

No Deductions; Increased Costs; Break Funding Payments. 49 Section 8.2. Right of Setoff; Other Collateral 51 Section 8.3. Indemnity; Expenses 51 52 Section 8.4. Obligations Absolute 53 Section 8.5. Liability of the Issuing Bank 53 54 Section 8.6. Participants 55 56 Section 8.7. Assignment and Assumption. 56 57 Section 8.8. Survival of this Agreement 59 Section 8.9. Modification of this Agreement 59 Section 8.10. Waiver of Rights by the Banks 60 Section 8.11. Severability 60 Section 8.12. Governing Law 60 Section 8.13. Notices 60 Section 8.14. Successors and Assigns 61 62 Section 8.15. Taxes and Expenses 62 Section 8.16. Headings 65 66 Section 8.17. Counterparts 65 66 Section 8.18. Entire Agreement 65 66 Section 8.19. Government Regulations 65 66 Section 8.20. Confidentiality 66 Section 8.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form of Letter of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.

No Deductions; Increased Costs; Break Funding Payments. 49 51 Section 8.2. Right of Setoff; Other Collateral 51 53 Section 8.3. Indemnity; Expenses 51 54 Section 8.4. Obligations Absolute 53 55 Section 8.5. Liability of the Issuing Bank 53 56 Section 8.6. Participants 55 58 Section 8.7. Assignment and Assumption. 56 Assumption 59 Section 8.8. Survival of this Agreement 59 61 Section 8.9. Modification of this Agreement 59 61 Section 8.10. Waiver of Rights by the Banks 60 62 Section 8.11. Severability 60 Severability. 62 Section 8.12. Governing Law 60 Law. 62 Section 8.13. Notices 60 Notices. 62 -3- Execution Version Section 8.14. Successors and Assigns 61 Assigns. 65 Section 8.15. Taxes and Expenses 62 Expenses. 65 Section 8.16. Headings 65 69 Section 8.17. Counterparts 65 [Reserved] 69 Section 8.18. Entire Agreement 65 69 Section 8.19. Government Regulations 65 69 Section 8.20. Confidentiality 66 Submission to Jurisdiction; Waiver of Jury Trial 69 Section 8.21. Confidentiality 69 Section 8.22. No Advisory or Fiduciary Responsibility 67 71 Section 8.23. Execution in Counterparts 71 Section 8.24. Interest Rate Limitation 72 Section 8.25. Acknowledgment and Consent to Bail-In of EEA Financial Institutions 72 Schedules I Existing Liens Ownership II Ownership III Bank Notice Addresses Exhibits A Form of Letter of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement Execution Version REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.

No Deductions; Increased Costs; Break Funding Payments. 49 50 Section 8.29.2. Right of Setoff; Other Collateral 51 52 Section 8.39.3. Indemnity; Expenses 51 52 Section 8.49.4. Obligations Absolute 53 54 Section 8.59.5. Liability of the Issuing Bank 53 55 Section 8.69.6. Participants 55 57 Section 8.79.7. Assignment and Assumption. 56 57 Section 8.89.8. Survival of this Agreement 59 Section 8.99.9. Modification of this Agreement 59 Section 8.109.10. Waiver of Rights by the Banks 60 Section 8.119.11. Severability 60 Section 8.129.12. Governing Law 60 Section 8.139.13. Notices 60 Section 8.149.14. Successors and Assigns 61 Section 8.15. Taxes and Expenses 62 Section 8.169.15. Withholding of Taxes; Gross-Up 62 Section 9.16. Headings 65 Section 8.179.17. Counterparts 65 66 Section 8.189.18. Entire Agreement 65 66 Section 8.199.19. Government Regulations 65 66 Section 8.209.20. Confidentiality 66 Section 8.219.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form Article X Guaranty of Letter Obligations Section 10.1. The Guaranty 67 Section 10.2. Obligations Unconditional 68 Section 10.3. Reinstatement 69 Section 10.4. Certain Additional Waivers 69 Section 10.5. Remedies 69 Section 10.6. Guarantee of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.Payment; Continuing Guarantee 69 Schedules

No Deductions; Increased Costs; Break Funding Payments. 49 51 Section 8.29.2. Right of Setoff; Other Collateral 51 54 Section 8.39.3. Indemnity; Expenses 51 54 Section 8.49.4. Obligations Absolute 53 56 Section 8.59.5. Liability of the Issuing Bank 53 56 Section 8.69.6. Participants 55 58 Section 8.79.7. Assignment and Assumption. 56 58 Section 8.89.8. Survival of this Agreement 59 60 Section 8.99.9. Modification of this Agreement 59 60 Section 8.109.10. Waiver of Rights by the Banks 60 61 Section 8.119.11. Severability 60 61 Section 8.129.12. Governing Law 60 61 Section 8.139.13. Notices 60 61 Section 8.149.14. Successors and Assigns 61 63 Section 8.159.15. Taxes and Expenses 62 Withholding of Taxes; Gross-Up 64 Section 8.169.16. Headings 65 67 Section 8.179.17. Counterparts 65 67 Section 8.189.18. Entire Agreement 65 67 Section 8.199.19. Government Regulations 65 67 Section 8.209.20. Confidentiality 66 68 Section 8.219.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form 68 Article X Guaranty of Letter of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.Obligations

No Deductions; Increased Costs; Break Funding Payments. 49 51 Section 8.29.2. Right of Setoff; Other Collateral 51 54 Section 8.39.3. Indemnity; Expenses 51 54 Section 8.49.4. Obligations Absolute 53 56 Section 8.59.5. Liability of the Issuing Bank 53 56 Section 8.69.6. Participants 55 58 Section 8.79.7. Assignment and Assumption. 56 58 Section 8.89.8. Survival of this Agreement 59 60 Section 8.99.9. Modification of this Agreement 59 60 Section 8.109.10. Waiver of Rights by the Banks 60 61 Section 8.119.11. Severability 60 61 Section 8.129.12. Governing Law 60 61 Section 8.139.13. Notices 60 61 Section 8.149.14. Successors and Assigns 61 63 Section 8.159.15. Taxes and Expenses 62 Withholding of Taxes; Gross-Up 64 Section 8.169.16. Headings 65 67 Section 8.179.17. Counterparts 65 67 Section 8.189.18. Entire Agreement 65 67 Section 8.199.19. Government Regulations 65 67 Section 8.209.20. Confidentiality 66 68 Section 8.219.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form of Letter of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.68

No Deductions; Increased Costs; Break Funding Payments. 49 50 Section 8.29.2. Right of Setoff; Other Collateral 51 52 Section 8.39.3. Indemnity; Expenses 51 52 Section 8.49.4. Obligations Absolute 53 54 Section 8.59.5. Liability of the Issuing Bank 53 55 Section 8.69.6. Participants 55 57 Section 8.79.7. Assignment and Assumption. 56 57 Section 8.89.8. Survival of this Agreement 59 Section 8.99.9. Modification of this Agreement 59 Section 8.109.10. Waiver of Rights by the Banks 60 Section 8.119.11. Severability 60 Section 8.129.12. Governing Law 60 Section 8.139.13. Notices 60 Section 8.149.14. Successors and Assigns 61 Section 8.15. Taxes and Expenses 62 Section 8.169.15. Withholding of Taxes; Gross-Up 62 Section 9.16. Headings 65 Section 8.179.17. Counterparts 65 66 Section 8.189.18. Entire Agreement 65 66 Section 8.199.19. Government Regulations 65 66 Section 8.209.20. Confidentiality 66 Section 8.219.21. No Advisory or Fiduciary Responsibility 67 Schedules I Existing Liens II Ownership III Bank Notice Addresses Exhibits A Form of Letter of Credit B Form of Compliance Certificate C-1 through C-4 Forms of U.S. Tax Certificates D Form of Pledge Agreement REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (“Applicant”), the Banks party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as the Issuing Bank and as Administrative Agent.67