EX-10.1





 Exhibit 10.1 

Execution Version 
  

 
 [Published CUSIP Number: 69318RAF9] 

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 

Dated as of July 30, 2018 

among 
 PBF LOGISTICS LP, 

as the Borrower, 
 WELLS FARGO
BANK, NATIONAL ASSOCIATION, 
 as Administrative Agent, Swingline Lender and 

an L/C Issuer, 
 and 

The Lenders Party Hereto 
 WELLS
FARGO SECURITIES, LLC, BNP PARIBAS, CITIBANK, N.A., 
 MUFG BANK, LTD., NATIXIS, NEW YORK BRANCH and RBC CAPITAL MARKETS1, 
 as Joint Lead Arrangers and Joint Bookrunners 

BNP PARIBAS, CITIBANK, N.A., 

MUFG BANK, LTD., NATIXIS, NEW YORK BRANCH and RBC CAPITAL MARKETS, 

as Co-Syndication Agents 
  

 
  

 

	1 	 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its
affiliates. 














 TABLE OF CONTENTS 

Page 
  

					
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	 
	 1.1  Defined Terms
	  	 	1	 
	 1.2  Other Interpretive Provisions
	  	 	41	 
	 1.3  Accounting Terms
	  	 	42	 
	 1.4  Rounding
	  	 	42	 
	 1.5  Times of Day
	  	 	43	 
	 1.6  Letter of Credit Amounts
	  	 	43	 
	 1.7  Rates
	  	 	43	 
		
	 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	43	 
	 2.1  The Borrowings
	  	 	43	 
	 2.2  Borrowings, Conversions and Continuations of Loans
	  	 	43	 
	 2.3  Letters of Credit
	  	 	45	 
	 2.4  Prepayments
	  	 	54	 
	 2.5  Termination or Reduction of Commitments
	  	 	56	 
	 2.6  Repayment of Loans
	  	 	56	 
	 2.7  Interest
	  	 	57	 
	 2.8  Fees
	  	 	57	 
	 2.9  Computation of Interest and Fees; Retroactive Adjustments of
Applicable Rate
	  	 	58	 
	 2.10 Evidence of Debt
	  	 	58	 
	 2.11 Payments Generally; Administrative Agent’s Clawback
	  	 	59	 
	 2.12 Sharing of Payments by Lenders
	  	 	61	 
	 2.13 Increase in Facility
	  	 	62	 
	 2.14 Cash Collateral
	  	 	64	 
	 2.15 Defaulting Lenders
	  	 	65	 
	 2.16 Swingline Loans
	  	 	67	 
	 2.17 Extension of Maturity Date
	  	 	68	 
		
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	70	 
	 3.1  Taxes
	  	 	70	 
	 3.2  Illegality
	  	 	76	 
	 3.3  Inability to Determine Rates
	  	 	76	 
	 3.4  Increased Costs; Reserves on Eurodollar Rate Loans
	  	 	76	 
	 3.5  Compensation for Losses
	  	 	78	 
	 3.6  Mitigation Obligations; Replacement of Lenders
	  	 	79	 
	 3.7  Survival
	  	 	80	 
		
	 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	80	 
	 4.1  Conditions of Closing Date
	  	 	80	 
	 4.2  Conditions to All Credit Extensions
	  	 	84	 


  
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	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	 	84	 
	 5.1  Existence, Qualification and Power
	  	 	85	 
	 5.2  Authorization; No Contravention
	  	 	85	 
	 5.3  Governmental Authorization; Other Consents
	  	 	85	 
	 5.4  Binding Effect
	  	 	85	 
	 5.5  Financial Statements; No Material Adverse Effect
	  	 	86	 
	 5.6  Litigation
	  	 	86	 
	 5.7  Material Contracts; No Default
	  	 	86	 
	 5.8  Ownership of Property
	  	 	87	 
	 5.9  Environmental Compliance
	  	 	88	 
	 5.10 Insurance
	  	 	88	 
	 5.11 Taxes
	  	 	88	 
	 5.12 ERISA Compliance
	  	 	89	 
	 5.13 Subsidiaries; Equity Interests; Loan Parties
	  	 	89	 
	 5.14 Margin Regulations; Investment Company Act
	  	 	90	 
	 5.15 Disclosure
	  	 	90	 
	 5.16 Compliance with Laws
	  	 	90	 
	 5.17 Solvency
	  	 	90	 
	 5.18 Casualty, Etc.
	  	 	90	 
	 5.19 Collateral Documents
	  	 	91	 
	 5.20 State and Federal Regulation
	  	 	91	 
	 5.21 Sanctions; Anti-Terrorism Laws; Anti-Corruption Laws
	  	 	91	 
	 5.22 EEA Financial Institutions
	  	 	92	 
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	 	92	 
	 6.1  Financial Statements
	  	 	92	 
	 6.2  Certificates; Other Information
	  	 	94	 
	 6.3  Notices
	  	 	96	 
	 6.4  Payment of Taxes
	  	 	97	 
	 6.5  Preservation of Existence, Etc.
	  	 	97	 
	 6.6  Maintenance of Properties
	  	 	97	 
	 6.7  Maintenance of Insurance
	  	 	98	 
	 6.8  Compliance with Laws; Beneficial Ownership Regulation
	  	 	98	 
	 6.9  Books and Records
	  	 	98	 
	 6.10 Inspection Rights
	  	 	99	 
	 6.11 Use of Proceeds
	  	 	99	 
	 6.12 Additional Subsidiaries; Additional Security
	  	 	99	 
	 6.13 Compliance with Environmental Laws
	  	 	101	 
	 6.14 Further Assurances
	  	 	102	 
	 6.15 Compliance with Terms of Leaseholds
	  	 	102	 
	 6.16 Material Contracts
	  	 	102	 
	 6.17 Unrestricted Subsidiaries
	  	 	102	 
	 6.18 Flood Insurance Laws
	  	 	103	 
	 6.19 Post-Closing Matters
	  	 	104	 
		
	 ARTICLE VII NEGATIVE COVENANTS
	  	 	106	 


  
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	 7.1  Liens
	  	 	106	 
	 7.2  Indebtedness
	  	 	109	 
	 7.3  Investments
	  	 	112	 
	 7.4  Fundamental Changes
	  	 	113	 
	 7.5  Dispositions
	  	 	114	 
	 7.6  Restricted Payments
	  	 	115	 
	 7.7  Change in Nature of Business
	  	 	116	 
	 7.8  Transactions with Affiliates
	  	 	116	 
	 7.9  Burdensome Agreements
	  	 	117	 
	 7.10 Use of Proceeds
	  	 	117	 
	 7.11 Financial Covenants
	  	 	117	 
	 7.12 Amendments of Organization Documents
	  	 	118	 
	 7.13 Accounting Changes
	  	 	118	 
	 7.14 Prepayments, Etc. of Indebtedness
	  	 	118	 
	 7.15 Amendment, Etc. of Indebtedness
	  	 	118	 
	 7.16 Swap Contracts
	  	 	118	 
	 7.17 Deposit Accounts
	  	 	119	 
	 7.18 Material Contracts
	  	 	119	 
	 7.19 Limitations on Activities of Borrower
	  	 	119	 
	 7.20 Compliance with Anti-Terrorism Laws
	  	 	119	 
		
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	 	120	 
	 8.1  Events of Default
	  	 	120	 
	 8.2  Remedies upon Event of Default
	  	 	123	 
	 8.3  Application of Funds
	  	 	123	 
	 8.4  Right to Cure Financial Covenants
	  	 	125	 
		
	 ARTICLE IX ADMINISTRATIVE AGENT
	  	 	125	 
	 9.1  Appointment and Authority
	  	 	125	 
	 9.2  Rights as a Lender
	  	 	126	 
	 9.3  Exculpatory Provisions
	  	 	126	 
	 9.4  Reliance by Administrative Agent
	  	 	127	 
	 9.5  Delegation of Duties
	  	 	128	 
	 9.6  Resignation of Administrative Agent
	  	 	128	 
	 9.7  Non-Reliance on Administrative Agent
and Other Lenders
	  	 	129	 
	 9.8  No Other Duties, Etc.
	  	 	129	 
	 9.9  Administrative Agent May File Proofs of Claim
	  	 	129	 
	 9.10 Collateral and Guaranty Matters
	  	 	130	 
	 9.11 Secured Cash Management Agreements and Secured Hedge Agreements
	  	 	131	 
		
	 ARTICLE X MISCELLANEOUS
	  	 	131	 
	 10.1 Amendments, Etc.
	  	 	131	 
	 10.2 Notices; Effectiveness; Electronic Communications
	  	 	133	 
	 10.3 No Waiver; Cumulative Remedies; Enforcement
	  	 	135	 
	 10.4 Expenses; Indemnity; Damage Waiver
	  	 	136	 
	 10.5 Payments Set Aside
	  	 	138	 


  
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	 10.6 Successors and Assigns
	  	139
	 10.7 Treatment of Certain Information; Confidentiality
	  	144
	 10.8 Right of Setoff
	  	145
	 10.9 Interest Rate Limitation
	  	146
	 10.10 Counterparts; Integration; Effectiveness
	  	146
	 10.11 Survival of Representations and Warranties
	  	146
	 10.12 Severability
	  	146
	 10.13 Replacement of Lenders
	  	147
	 10.14 Governing Law; Jurisdiction; Etc.
	  	148
	 10.15 Waiver of Jury Trial
	  	148
	 10.16 No Advisory or Fiduciary Responsibility
	  	149
	 10.17 Electronic Execution of Assignments and Certain Other Documents
	  	150
	 10.18 USA Patriot Act
	  	150
	 10.19 Time of the Essence
	  	150
	 10.20 ENTIRE AGREEMENT
	  	150
	 10.21 General Partner
	  	150
	 10.22 Acknowledgement and Consent to Bail-In of EEA
Financial Institutions
	  	150
	 10.23 Certain ERISA Matters
	  	151
	 10.24 Existing Credit Agreement
	  	153


  
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 SCHEDULES 
  

			
	 1.1
	  	 Drop-Down Transactions

	 2.1
	  	 Commitments and Applicable Percentages

	 2.2
	  	 Existing Letters of Credit

	 5.6
	  	 Litigation

	 5.7
	  	 Material Contracts

	 5.8(d)
	  	 Existing Investments

	 5.13
	  	 Subsidiaries and Other Equity Investments; Loan Parties

	 6.12
	  	 Guarantors

	 6.19(a)
	  	 Existing Mortgaged Properties

	 6.19(b)
	  	 New Mortgaged Properties

	 7.1
	  	 Existing Liens

	 7.2
	  	 Existing Indebtedness

	 7.3(c)
	  	 Existing Investments in Restricted Subsidiaries

	 7.9
	  	 Burdensome Agreements

	 10.2
	  	 Administrative Agent’s Office, Certain Addresses for Notices


 EXHIBITS 

Form of  
  

			
	 A-1
	  	 Loan Notice

	 A-2
	  	 Swingline Loan Notice

	 B
	  	 Note

	 C
	  	 Compliance Certificate

	 D-1
	  	 Assignment and Assumption

	 D-2
	  	 Administrative Questionnaire

	 E
	  	 Perfection Certificate

	 F
	  	 Security Agreement

	 G-1
	  	 U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax
Purposes)

	 G-2
	  	 U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income
Tax Purposes)

	 G-3
	  	 U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax
Purposes)

	 G-4
	  	 U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax
Purposes)

	 H
	  	 PBF LLC Guaranty of Collection


  

  
 v 













 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of July 30, 2018, among PBF
Logistics LP, a Delaware limited partnership (the “Borrower”), each lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer. 
 This Agreement amends and restates in its
entirety that certain Credit Agreement, dated as of May 14, 2014, among the Borrower, the Administrative Agent, and the lenders and other parties thereto (such agreement, as existing immediately prior to giving effect to this amendment and
restatement, the “Existing Credit Agreement”). 
 PRELIMINARY STATEMENTS: 

The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and
the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. 

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 

ARTICLE I 
 DEFINITIONS
AND ACCOUNTING TERMS 
 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“Additional Commitment Lenders” has the meaning specified in Section 2.17(c)(iv). 

“Additional Material Contracts” means Material Contracts that are not Closing Date Material Contracts. 

“Adjusted Eurodollar Rate” means for any Interest Period with respect to any Eurodollar Rate Loan, an interest rate per annum
(rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to the product of (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserves. 

“Administrative Agent” means Wells Fargo in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent. 
 “Administrative Agent’s Office” means the Administrative Agent’s address and,
as appropriate, account as set forth on Schedule 10.2, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent. 












 “Affiliate” means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agent Parties” has the meaning specified in Section 10.2(c). 

“Aggregate Commitments” means the Commitments of all the Lenders in effect from time to time. As of the Closing Date, the
Aggregate Commitments are $500,000,000. 
 “Agreement” means this Revolving Credit Agreement. 

“Anti-Corruption Laws” shall mean the Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78dd-1, et seq.) and any other similar U.S. federal Laws. 
 “Anti-Terrorism
Laws” shall mean any applicable Law related to terrorism financing or money laundering including the USA Patriot Act, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C.
§§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001). 

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place)
of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.15. If the commitment of each Lender to make Loans, the Swingline Lender to make
Swingline Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.2, or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender
shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.1 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Rate” means (a) from the Closing Date to the date on which the Administrative Agent receives a Compliance
Certificate pursuant to Section 6.2(a)(i) for the fiscal quarter ending June 30, 2018, the applicable percentage per annum set forth below determined by reference to the Consolidated Total Leverage Ratio as set forth
in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) of the Existing Credit Agreement and (b) after the date set forth in clause (a) above, the applicable percentage per annum set
forth below determined by reference to the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.2(a)(i): 

 

															
	 	  	 Applicable Rate
	 
	 Pricing

Level
	  	 Consolidated Total Leverage Ratio
	  	Eurodollar Rate
(Letters of Credit)	 	  	Base Rate
(Swingline Loans)	 	  	Commitment
Fee	 
	1	  	£ 2.75 to 1.0	  	 	1.75	% 	  	 	0.75	% 	  	 	0.250	% 
	2	  	> 2.75 to 1.0 and £ 3.25 to 1.0	  	 	2.00	% 	  	 	1.00	% 	  	 	0.300	% 
	3	  	> 3.25 to 1.0 and £ 3.75 to 1.0	  	 	2.25	% 	  	 	1.25	% 	  	 	0.325	% 
	4	  	> 3.75 to 1.0 and £ 4.25 to 1.0	  	 	2.50	% 	  	 	1.50	% 	  	 	0.375	% 
	5	  	> 4.25 to 1.0	  	 	2.75	% 	  	 	1.75	% 	  	 	0.450	% 


  
 2 













 Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Leverage
Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.2(a)(i); provided, however, that if a Compliance Certificate
is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been
delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. 
 Notwithstanding
anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.9(b). 

“Appropriate Lender” means, at any time, (a) with respect to the Facility, a Lender that has a Commitment or holds a
Loan at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.3(a), the Lenders and (c) with respect to
the Swingline Commitment, the Swingline Lender. 
 “Approved Fund” means any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Asset Sale” means any Disposition by any Relevant Party of (a) any Equity Interest owned by such Relevant Party in any
other Relevant Party or (b) all or any portion of the assets owned by any Relevant Party, provided that “Asset Sale” shall not include any Disposition pursuant to Section 7.5 (other than clause
(g) thereof). 
 “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two
or more Approved Funds managed by the same investment advisor. 
 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit D-1 or any other form approved by the Administrative Agent. 

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized amount of the remaining lease or similar
payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a
Capitalized Lease. 
 “Auto-Extension Letter of Credit” has the meaning specified in
Section 2.3(b)(iii). 

  
 3 













 “Available Cash” means “Available Cash” as defined in the
Partnership Agreement as in effect on the Original Closing Date. For the avoidance of doubt, any amendment or other modification to the definition of “Available Cash” in the Partnership Agreement will not be effective for purposes of this
Agreement without the approval of Required Lenders. 
 “Availability Period” means the period from and including the
Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of all of the Commitments pursuant to Section 2.5, and (c) the date of termination of the commitment of each Lender to make
Loans, of the obligation of the L/C Issuer to make L/C Credit Extensions and the obligation of the Swingline Lender to make Swingline Loans, in each case pursuant to Section 8.2. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation” means, with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo at its principal U.S. office as its “prime rate”, and (c) the Adjusted Eurodollar
Rate for a one-month interest period (as determined on such day) plus 1.00%. The “prime rate” is a rate set by Wells Fargo based upon various factors including Wells Fargo’s costs and desired
return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Wells Fargo shall take effect at the
opening of business on the day specified in the public announcement of such change. 
 “Base Rate Loan” means a Loan
(including any Swingline Loan) that bears interest based on the Base Rate. 
 “Beneficial Ownership Certification” means a
certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership
Regulation” means 31 CFR § 1010.230. 
 “Benefit Plan” means any of (a) an “employee benefit
plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for
purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

“Borrower” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.2. 

  
 4 













 “Borrowing” means an extension of credit consisting of simultaneous Loans
of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.1. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or in New York City and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day. 

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP as in effect on the date hereof,
treated as capitalized leases; provided, however, notwithstanding anything to the contrary contained herein or in any other Loan Document, for all purposes hereunder and under any other Loan Document, GAAP shall be deemed to treat
operating leases and Capitalized Leases in a manner consistent with their treatment under GAAP as in effect on the Closing Date. 

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer shall agree in its sole
discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer. “Cash Collateral” shall have a meaning
correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Cash
Equivalents” means any of the following types of investments: 
 (a) readily marketable obligations issued or
directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the
United States of America is pledged in support thereof; 
 (b) time deposits with, or insured certificates of deposit or
bankers’ acceptances of, any commercial bank that (i) (A) is the Administrative Agent or any Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal
banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues)
commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof; 

(c) commercial paper issued by any Person organized under the laws of any state of the United States of America or any other
jurisdiction acceptable to the Lender, and in each case (i) rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, and with maturities of not more than 24 months from the date of acquisition thereof or (ii) rated at least
“Prime-2” (or the 

  
 5 













 
then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P, and with maturities of not
more than 90 days from the date of acquisition thereof and Indebtedness issued by Persons rated at least “Prime-2” (or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P with maturities of 24 months or less from the date of acquisition; 

(d) investments in money market mutual funds that are registered with the SEC and subject to Rule 2a-7 of the Investment Company Act of 1940, as amended, and have a net asset value of 1.0; 

(e) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses
(a) or (b) entered into with any financial institution meeting the qualifications specified in clause (b) above; 

(f) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political
subdivision or taxing authority thereof having a rating of “BBB+” or higher from S&P or “Baa1” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and 

(g) investment funds investing substantially all of their assets in securities and/or instruments of the types described in
clauses (a) through (f) above. 
 “Cash Management Agreement” means any agreement to provide cash management
services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements made or entered into at any time, or in effect at any time, whether directly or indirectly, and whether as a
result of assignment or transfer or otherwise, between the Borrower or any Restricted Subsidiary and any Cash Management Bank, and designated by the Borrower as a “Cash Management Agreement” in a writing to the Administrative Agent and the
applicable Cash Management Bank. 
 “Cash Management Bank” means (a) a Lender or an Affiliate of a Lender that is a
party to a Cash Management Agreement on the Closing Date or (b) any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in each case, in its capacity as a party to such Cash Management
Agreement and to the extent designated by the Borrower as a “Cash Management Bank” in a writing to the Administrative Agent and the applicable Cash Management Bank. 

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980. 

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the
U.S. Environmental Protection Agency. 
 “CFC” means a Person that is a controlled foreign corporation under
Section 957 of the Code. 

  
 6 













 “Change in Law” means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law”, regardless of the date enacted, adopted or issued. 
 “Change of Control” means an event or
series of events by which: 
 (a) the General Partner or any other direct or indirect Subsidiary of PBF Inc. shall cease to
be the sole general partner of the Borrower; 
 (b) PBF Inc. shall cease, directly or indirectly to own and control legally
and beneficially greater than 50% of the Equity Interests in the General Partner; 
 (c) PBF Inc. shall cease, directly or
indirectly to have the power to vote or direct the voting of Equity Interests in the General Partner having a majority of the ordinary voting power for the election of the board of directors (or similar governing body) of the General Partner; or

 (d) either (i) PBF Inc. shall cease to be able, directly or indirectly, to appoint a majority of the members of the
board of directors (or similar governing body) of the General Partner or (ii) the failure of the majority of the board of directors (or similar governing body) of the General Partner to be comprised of directors directly or indirectly appointed
by PBF Inc. 
 “Closing Date” means the first date all the conditions precedent in Section 4.1(a)
are satisfied or waived in accordance with Section 10.1. 
 “Closing Date Material Contracts”
means Material Contracts in effect on the Closing Date. 
 “Co-Syndication Agents”
means, collectively, BNP Paribas, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York Branch and RBC Capital Markets in their capacities as Co-Syndication Agents. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the
Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties; provided,
however, “Collateral” shall exclude Excluded Assets for all purposes. 

  
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 “Collateral Documents” means, collectively, the Security Agreement, the
Mortgages, each of the mortgages, collateral assignments, Joinder Agreements, security agreements, pledge agreements, deposit account control agreements or other similar agreements delivered to the Administrative Agent pursuant to
Section 6.12, and each of the other agreements, instruments or documents delivered pursuant hereto or in connection herewith that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of
the Secured Parties. 
 “Commitment” means, as to each Lender, its obligation to (a) make Loans to the Borrower
pursuant to Section 2.1, (b) purchase participations in L/C Obligations and (c) purchase participations in Swingline Obligations, in an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.1 under the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
 “Commitment Fee” has the
meaning specified in Section 2.8(a). 
 “Commodity Exchange Act” shall mean the Commodity
Exchange Act (7. U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Compliance
Certificate” means a certificate substantially in the form of Exhibit C. 
 “Compliance
Period” has the meaning specified in Section 7.11(b). 
 “Consolidated EBITDA” means,
for any Measurement Period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such Measurement Period plus, (a) without duplication, the following to the extent
deducted in calculating such Consolidated Net Income (other than clause (xv) below with respect to business interruption insurance): 
  

	 	(i)	 Consolidated Interest Charges, 



 

	 	(ii)	 the provision for taxes (including taxes based on income, profits, capital gains, property excise, franchise,
capital, stamp, sales, value-added withholdings and similar Federal, state, local or foreign taxes, and including penalties and interest thereon) payable (without duplication, net of, tax credits applicable to any of the foregoing),



  

	 	(iii)	 depreciation and amortization expense, 



 

	 	(iv)	 non-cash compensation expenses and charges, 



 

	 	(v)	 unrealized net losses in the fair market value of any Swap Contract, 



 

	 	(vi)	 other non-cash items reducing such Consolidated Net Income,



  

	 	(vii)	 fees and expenses incurred in connection with the Transactions, 



  
 8 














	 	(viii)	 accruals, fees, charges and expenses incurred in connection with the proposed or consummated incurrence or
repayment of any Indebtedness permitted by Section 7.2, the proposed or consummated making of any Investment (including any Permitted Acquisition) permitted by Section 7.3 (in each case of or by
the Borrower and its Restricted Subsidiaries for such Measurement Period), the proposed or consummated making of any Disposition permitted by Section 7.5 or proposed or consummated issuance of Equity Interests in a public
offering (including, in each case, professional fees, charges, expenses and underwriting, banking and advisory fees, charges and expenses), 


  

	 	(ix)	 any extraordinary, exceptional, non-recurring, infrequent or unusual
gains or losses, 


  

	 	(x)	 any net loss from disposed, abandoned or discontinued operations or product lines, 



 

	 	(xi)	 (A) the Consolidated EBITDA during the relevant period of four consecutive fiscal quarters of any Person
acquired as a result of a Permitted Acquisition (including any Limited Condition Acquisition) determined on a Pro Forma Basis, and (B) the amount of “run rate” and other cost savings, operating expense reductions, other operating
improvements and synergies projected by the Borrower in good faith to be realized in connection with the Transactions or such Permitted Acquisition (including any Limited Condition Acquisition) or the implementation of an operational initiative or
operational change (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating
expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) a duly completed certificate
signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.2(a), certifying that (i) such cost
savings, operating expense reductions, other operating improvements and synergies are factually supportable and reasonably anticipated to be realizable in the good faith judgment of the Borrower, within 12 months after the Transactions, the
consummation of a Permitted Acquisition (including any Limited Condition Acquisition) or the implementation of an initiative or operational change, which is expected to result in such cost savings, expense reductions, other operating improvements or
synergies and (y) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (x) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro
forma adjustment or otherwise, for such period; provided, that in no event shall amounts included in the calculation of Consolidated EBITDA in reliance upon this clause (xi)(B) and clause (xii)(A), (B) and
(E) together comprise more than 15% of Consolidated EBITDA in the aggregate, 



  
 9 














	 	(xii)	 (A) any one-time costs incurred in connection with acquisitions and
costs related to the closure and/or consolidation of facilities, retention, recruiting, relocation, (B) cash signing bonuses and expenses, stock option and other cash equity-based compensation expenses and stay bonuses, (C) any losses and
expenses in connection with severance, relocation costs or payments and curtailments or modifications to pension and post-retirement employee benefit plans, (D) the amount of any restructuring charges, integration costs, retention charges or
other business optimization expenses, including, without limitation, costs associated with improvements to IT and accounting functions, costs associated with establishing new facilities, costs or reserves deducted (and not added back) in such period
in computing Consolidated Net Income and (E) the amount of customary indemnities and expenses related thereto paid or accrued in such period and deducted (and not added back) in such period in computing Consolidated Net Income; provided,
that in no event shall amounts included in the calculation of Consolidated EBITDA in reliance upon clause (xi)(B) and this clause (xii)(A), (B) and (E) together comprise more than 15% of Consolidated EBITDA in the aggregate,



  

	 	(xiii)	 earn-out obligations with respect to any Permitted Acquisitions
(including any Limited Condition Acquisition) or other investment and paid or accrued during the applicable period to the extent such earn-out obligations are deducted from the calculation of such Consolidated
Net Income, 


  

	 	(xiv)	 any costs or expense incurred pursuant to any management equity plan or stock plan or any other management or
employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent such costs or expenses are funded with cash proceeds of third Persons that are not Loan Parties contributed to the capital of Borrower or any
Subsidiary, and 


  

	 	(xv)	 to the extent not already included in the Consolidated Net Income of such Person and its Restricted
Subsidiaries and to the extent consistent with GAAP, notwithstanding anything to the contrary in the foregoing, Consolidated EBITDA shall include the amount of cash proceeds received from business interruption insurance and reimbursements of any
expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder, and minus



 (b) without duplication, the following to the extent included in calculating such Consolidated Net
Income: (A) unrealized net gains in the fair market value of any Swap Contract, (B) all non-cash items increasing Consolidated Net Income (to the extent consistent with GAAP, other than the accrual
of revenue or recording of receivables in the ordinary course of business) (in each case of or by the Borrower and its Restricted Subsidiaries for such Measurement Period) and (C) any net gains from disposed, abandoned or discontinued
operations or product lines. 

  
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 For the purposes of calculating Consolidated EBITDA for any Measurement Period (or, in the
case of pro forma calculations, during the period from the last day of such Measurement Period to and including the date as of which such calculation is made) and for the purpose of calculating compliance with any test or financial covenant
hereunder, if the Borrower or any Restricted Subsidiary shall have made a Material Disposition, Material Acquisition or Subsidiary Designation or incurred or repaid any Indebtedness during such Measurement Period, Consolidated EBITDA and the
components of any such test for such Measurement Period shall be calculated after giving pro forma effect thereto as if such Material Disposition, Material Acquisition or Subsidiary Designation or the incurrence or repayment of such Indebtedness,
occurred on the first day of such Measurement Period (as of the last date in the case of a balance sheet item) (with the Measurement Period for the purposes of pro forma calculations being the most recent period of four consecutive fiscal quarters
for which the relevant financial information has been delivered to the Administrative Agent pursuant to Section 6.1), which may, in the case of a Material Acquisition, reflect (1) pro forma adjustments to the extent
permitted to be reflected in pro forma financial statements prepared in accordance with Article 11 of Regulation S-X under the Securities Exchange Act of 1934, (2) such pro forma adjustments described in
clause (xi) of this definition, or (3) other adjustments satisfactory to the Administrative Agent in its sole discretion (not to be unreasonably withheld, conditioned or delayed). For purposes hereof, the terms “Pro Forma Basis”
and “Pro Forma Effect” mean, with respect to calculating “Consolidated EBITDA” or compliance with any test hereunder, giving effect to the adjustments set forth in this paragraph. 

As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of
property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes common stock of any Person and (b) involves consideration in excess of $15,000,000 or, at the Borrower’s
option, a lesser amount; “Material Disposition” means any sale, transfer or other disposition of property or series of related sales, transfers or other dispositions of property that (i) involves assets comprising all or
substantially all of an operating unit of a business or involves common stock of any Person owned by the Borrower and the Restricted Subsidiaries and (ii) involves consideration in excess of $15,000,000. 

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Restricted Subsidiaries
on a consolidated basis, the sum (without duplication) of: 
 (a) the outstanding principal amount of all obligations,
whether current or long-term, for borrowed money (including the Loans hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments representing obligations for borrowed money, 

(b) the outstanding principal amount of all Attributable Indebtedness, 

(c) all unreimbursed obligations under bankers’ acceptances and similar instruments and drawn letters of credit;
provided that any unreimbursed amount under letters of credit shall not constitute Consolidated Funded Indebtedness until three Business Days after such amount is drawn, 

  
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 (d) the outstanding principal amount of all obligations in respect of the
deferred purchase price of property or services (other than accounts payable in the ordinary course of business) required to be reflected on the balance sheet as a liability in accordance with GAAP, 

(e) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above
of Persons other than the Borrower or any Restricted Subsidiary, and 
 (f) all Indebtedness of the types referred to in
clauses (a) through (d) above of any partnership or Joint Venture (other than a Joint Venture that is itself a corporation or limited liability company) in which the Borrower or a Restricted Subsidiary is a general partner, to the extent
the Borrower or such Restricted Subsidiary is directly liable for the payment of such Indebtedness; 
 provided, however,
“Consolidated Funded Indebtedness” shall exclude (i) all Swap Obligations and (ii) any Material Contract (or Guarantee in respect thereof) that could be considered Consolidated Funded Indebtedness pursuant to clause
(d) above solely based on the inclusion of customary or otherwise reasonably appropriate trade terms for similar commercial agreements in such Material Contract. 

“Consolidated Interest Charges” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis
for any Measurement Period, the sum (without duplication) of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money or in connection with the deferred purchase price of assets, in
each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, plus (c) their net payments
(or minus their net receipts) under Swap Contracts with respect to interest rates, less (d) all interest income of the type described in clauses (a) through (c) above; provided, however, for purposes of
calculating the Consolidated Interest Coverage Ratio, Consolidated Interest Charges shall exclude any (i) amortization of debt discount and debt issuance commission, fees and expenses (including, for the avoidance of doubt, any AHYDO catch-up payments) and any charges or losses as a result of the early retirement of Indebtedness, (ii) any fees paid in connection with this Agreement or any other facility for borrowed money permitted
hereunder or paid in connection with the Transactions, any Permitted Acquisition or other Investment permitted hereunder, (iii) Indebtedness or lease issuance costs that are amortized, (iv) any principal components paid on lease payments,
(v) expenses paid in connection with amendments of Indebtedness (whether successful or not) and (vi) any expense resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with
any acquisition. 
 “Consolidated Interest Coverage Ratio” means, for any Measurement Period, the ratio of
(a) Consolidated EBITDA to (b) Consolidated Interest Charges paid in cash, in each case, of or by the Borrower and its Restricted Subsidiaries on a consolidated basis for or during such Measurement Period. 

  
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 “Consolidated Net Income” means, for any Measurement Period, the net income
(or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis for such Measurement Period; provided that (a) Consolidated Net Income shall exclude extraordinary, unusual or infrequently occurring gains, losses,
charges or expenses under FASB ASC 225-20 for such Measurement Period, (b) Consolidated Net Income shall exclude the net income (or loss) of any Restricted Subsidiary during such Measurement Period to the
extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted as of the time of determination by operation of the terms of its Organization Documents or any agreement,
instrument or Law applicable to such Restricted Subsidiary during such Measurement Period, except to the extent such income is actually distributed, (c) except as provided in clause (d) below, Consolidated Net Income shall exclude
any income (or loss) for such Measurement Period of any Person if such Person is not the Borrower or a Restricted Subsidiary, and (d) Consolidated Net Income shall include the amount of net income actually distributed in cash during such
Measurement Period to the Borrower or any Restricted Subsidiary from any Joint Venture or other Person that is not a Restricted Subsidiary (other than any dividends or other distributions in cash that are extraordinary, unusual, infrequent or non-recurring in nature) and, in the case of a dividend or other distribution to a Restricted Subsidiary that is not a Loan Party, such Restricted Subsidiary is not precluded from further distributing such amount to
the Borrower as described in clause (b) of this proviso. 
 “Consolidated Senior Secured Leverage Ratio” means, as of
any date of determination, the ratio of (a) Consolidated Funded Indebtedness of the Borrower and its Restricted Subsidiaries (other than such Consolidated Funded Indebtedness that is not secured by a Lien as of such date), less any unrestricted
(other than to the extent restricted as a result of the Lien created by any Loan Document) cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries (i) without limit so long as there are no outstanding Loans (including
Swingline Loans) and (ii) at any other time up to $25,000,000 to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period. 

“Consolidated Tangible Assets” means at any date of determination, the total amount of consolidated assets of the Borrower
and its Restricted Subsidiaries after deducting therefrom the value of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth on the consolidated balance sheet of the Borrower. 

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness of the Borrower and its Restricted Subsidiaries as of such date, less any unrestricted (other than to the extent restricted as result of the Lien created by any Loan Document) cash and Cash Equivalents of the Borrower and
its Restricted Subsidiaries (i) without limit so long as there are no outstanding Loans (including Swingline Loans) and (ii) at any other time up to $35,000,000 to (b) Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries for the most recently completed Measurement Period. 
 “Contractual Obligation” means, as to any Person, any
provision of any security issued by such Person or any agreement, instrument or other contract to which such Person is a party or by which it or any of its property is bound. 

  
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 “Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (provided that individual natural persons who are members of a board of managers or board
of directors of a Person shall not be deemed to Control such Person solely because of such membership). “Controlling” and “Controlled” have meanings correlative thereto. 

“Credit Extension” means each of the following: (a) a Borrowing, (b) a Swingline Borrowing and (c) an L/C
Credit Extension. 
 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in
effect and affecting the rights of creditors generally. 
 “Default” means any event or condition that constitutes an Event
of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default
Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees and interest accrued at the Default Rate, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any,
applicable to Base Rate Loans under the Facility plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Eurodollar Rate Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum. 

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that, as determined by the
Administrative Agent, (a) has failed to (i) fund any portion of the Loans, Swingline Loans or participations in L/C Obligations required to be funded by it hereunder, within three Business Days of the date required to be funded by it
hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of the failure to satisfy one or more conditions precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing), or (ii) pay to the Administrative Agent, the Swingline Lender, any L/C Issuer, or any other Lender any other amount required to be paid by it hereunder (including in respect
of its participation in Letters of Credit) within three Business Days of the date due, (b) has notified the Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public
statement to that effect with respect to its funding obligations hereunder (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on the failure to satisfy a
condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement), (c) has failed, within three Business Days after written request by the
Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a 

  
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direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any
such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity
interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. 

“Delaware City Refining” means Delaware City Refining Company LLC, a Delaware limited liability company. 

“Delaware City Terminaling” means Delaware City Terminaling Company LLC, a Delaware limited liability company. 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale
and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. Neither the granting
or creation of a Lien nor the granting of a license on Intellectual Property constitutes a Disposition. 
 “Disqualified Capital
Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part (other than in Equity Interests that are
otherwise not Disqualified Capital Stock), on or prior to the ninety-first (91st) day after the Scheduled Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or
(ii) any Equity Interests referred to in (a) above (other than in Equity Interests that are otherwise not Disqualified Capital Stock), in each case at any time on or prior to the ninety-first (91st) day after Scheduled Maturity Date, or
(c) contains any repurchase obligation for cash purchase which may come into effect prior to payment in full of all obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but
for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the
occurrence of a change in control or an asset sale occurring prior to the ninety-first (91) day after the Scheduled Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not
redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations (other than unasserted contingent obligations). For the avoidance of doubt, the incentive distribution rights owned by PBF LLC and the
common units representing limited partnership interests in the Borrower shall not constitute “Disqualified Capital Stock” for any purpose hereunder. 

  
 15 













 “Dollar” and “$” mean lawful money of the United States.

 “Domestic Subsidiary” shall mean each Subsidiary that is not a Foreign Subsidiary. 

“Easement” means any right-of-way agreement,
easement, surface use agreement, or other similar document relating to any Pipeline Asset owned or held by any Relevant Party at the time in question. 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution
established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent; 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 10.6(b)(iii) and Section 10.6(b)(iv) (subject to such consents, if any, as may be required under Section 10.6(b)(iii)). 

“Energy Policy Act” means the Energy Policy Act of 1992, Pub. L. No. 102-486,
106 Stat. 2776 (codified as amended in scattered sections of 15, 16, 20, 25, 42 U.S.C.). 
 “Engagement Letter” means the
letter agreement, dated July 26, 2018, among the Borrower, WFS and Wells Fargo. 
 “Environmental Laws” means any and
all Federal, state, local and foreign statutes, laws, regulations, ordinances, rules, or governmental restrictions, any and all judgments, orders, decrees, permits, concessions, grants, franchises, or licenses by any Governmental Authority, and any
agreement with any Governmental Authority, relating to pollution and/or the protection of the environment or the release of any hazardous materials into the environment, including those related to releases of hazardous substances or wastes, air
emissions and discharges to waste or public systems. 
 “Environmental Liability” means any liability, contingent or
otherwise, arising under Environmental Laws (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any other Relevant Party directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, or (d) the release or threatened
release of any Hazardous Materials into the environment. 

  
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 “Environmental Permit” means any permit, approval, identification number,
license or other authorization required under any Environmental Law. 
 “Equity Interests” means, with respect to any
Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or
profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such
Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination; provided, however, that any debt securities that are or by their terms may be convertible or exchangeable into or for Equity Interests shall not
constitute Equity Interests prior to conversion or exchange thereof. 
 “ERISA” means the Employee Retirement Income
Security Act of 1974. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that together with the
Borrower is treated as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA with
respect to a Pension Plan, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 

“EU Bail-In Legislation Schedule” means the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“Eurodollar Rate” means, subject to the implementation of a Replacement Rate in accordance with
Section 3.3(b): 

  
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 (a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate
per annum equal to (i) the LIBOR Rate published by the ICE Benchmark Administration or the successor thereto if the ICE Benchmark Administration is no longer making a LIBOR rate available (“LIBOR”), (or such other commercially
available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason or not so published, the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term
equivalent to such Interest Period would be offered by Wells Fargo’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the
commencement of such Interest Period; and 
 (b) for any interest calculation with respect to a Base Rate Loan on any date,
the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time, on the date of determination, for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such
published rate is not available at such time for any reason or not so published, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the
approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Wells Fargo’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time
of determination. 
 Notwithstanding the foregoing, (x) in no event shall LIBOR (including, without limitation, any Replacement Rate
with respect thereto) be less than 0% and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 3.3(b), in the event that a Replacement Rate with respect to LIBOR is
implemented then all references herein to LIBOR shall be deemed references to such Replacement Rate. 
 “Eurodollar Rate
Loan” means a Loan that bears interest at a rate based on the Adjusted Eurodollar Rate. 
 “Event of Default” has
the meaning specified in Section 8.1. 
 “Excluded Assets” means (a) property and assets
(including, for the avoidance of doubt, Pipeline Assets, Easements, any governmental licenses, state or local franchises, charters, authorizations, but excluding the Material Contracts and Equity Interests) the pledge or granting of a security
interest in which would violate contractual restrictions or violate or be restricted or prohibited by applicable Law or would require the consent or approval of a third party (other than a member of the PBF Energy Company Group), in each case,
unless such restrictions are rendered ineffective under the Uniform Commercial Code of any applicable jurisdiction; provided, however, that the Collateral shall include (and the definition of Excluded Assets shall not then include) any
portion of such property or assets immediately at such time as the contractual or legal provisions referred to above shall no longer be applicable or such required consent shall have been received, (b) money (but for the avoidance of doubt, not
including cash 

  
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held in Deposit Accounts (other than as otherwise excluded by this definition of Excluded Assets)), (c) motor vehicles, airplanes, vessels, rail cars, rolling stock and other assets subject to
certificate of title statutes, (d) letters of credit and letter of credit rights that do not constitute supporting obligations in respect of other collateral, (e) commercial tort claims in respect of which no complaint or counterclaim, as
applicable, has been filed or in respect of which the amount claimed is less than $10,000,000, (f) Excluded Bank Accounts, (g) property or assets not required to be Collateral pursuant to the terms of Section 6.12(b)
or Section 6.12(e) and Real Property or Easements not required to be subject to a mortgage pursuant to the terms of Section 6.12(c) or until such time as required pursuant to
Section 6.19, (h) property or assets owned by an Excluded Subsidiary, unless such Excluded Subsidiary has elected to be a Loan Party, (i) any
“intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, prior
to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and
solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such
intent-to-use application under applicable federal law, (j) property and assets with respect to which the Administrative Agent reasonably determines the time or
expense of obtaining a pledge or grant of a security interest therein outweighs the benefits thereof, (k) any property subject to a purchase money or capital lease financing arrangement or similar arrangement and any lease, license, permit or
agreement to the extent that and for so long as a grant of a security interest therein would violate or invalidate such lease, license, permit, or agreement or create a right of termination in favor of any other party thereto or otherwise require
consent thereunder (after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction or other applicable Law), (l) margin stock, (m) Equity Interests in joint ventures and non-wholly owned Subsidiaries to the extent such security interest is prohibited by applicable Law or the terms of the operative documents governing such joint venture or Subsidiary after the Borrower has used
commercially reasonable efforts to eliminate such provision, (n) Equity Interests in any Subsidiary that is a captive insurance company, (o) assets and property of Unrestricted Subsidiaries or any Subsidiary that is a captive insurance
company, (p) Equity Interests in Unrestricted Subsidiaries to the extent that (i) applicable Law prohibits such security interest, (ii) after the Borrower has used commercially reasonable efforts to eliminate such provisions, the
terms of the operative documents governing such Unrestricted Subsidiary prohibit such security interest or (iii) the pledge or granting of a security interest in such Equity Interests would violate contractual restrictions or violate or would
require the consent or approval of a third party (other than a member of the PBF Energy Company Group), in each case, except to the extent such restrictions are rendered ineffective under the Uniform Commercial Code of any applicable jurisdiction;
provided, however, that the Collateral shall include (and the definition of Excluded Assets shall then not include) any portion of such Equity Interests immediately at such time as the contractual or legal provisions referred to above
shall no longer be applicable (other than as a result of a refinancing or replacement of any Indebtedness or other obligation of such Unrestricted Subsidiary) or such required consent shall have been received and (q) any Building or
Manufactured Home (each as defined in the Flood Insurance Laws) (including, for the avoidance of doubt, the contents thereof) that is located on any Real Property covered by (or intended to be covered by) a Mortgage and with respect to which the
Administrative Agent reasonably determines that (i) the estimated value of such Building or Manufactured Home (and the contents thereof) is not (and in the future is not expected to be) material in relation to the aggregate value of the
Collateral and (ii) the time or expense of obtaining a grant of a security interest in such Building or Manufactured Home (and the contents thereof) outweighs the benefits thereof. 

  
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 “Excluded Bank Accounts” means any (a) bank accounts maintained by the
Loan Parties which have a most recent 5-day average balance that does not exceed $3,500,000 in the aggregate for all such Excluded Bank Accounts, (b) bank accounts used solely for payroll, payroll taxes,
tax purposes, trust or fiduciary purposes, employee benefits, bona fide escrow with respect to third parties (other than other Relevant Parties) in connection with Investments or ordinary course Contractual Obligations permitted hereunder or
collateral deposits securing Permitted Liens and (c) bank accounts subject to, and used solely in connection with, Liens permitted by Section 7.1(d), (e), (h), (t) or (z). 

“Excluded Subsidiary” means any Subsidiary for which any of the following is true: (a) it is an Unrestricted Subsidiary,
(b) it is a captive insurance company or (c) it is not required to become a Loan Party pursuant to the terms of Section 6.12(e).  

“Excluded Swap Obligation” shall mean with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that
all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any
rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), provided that if a Swap Obligation arises under a master agreement governing more than one Swap, such
exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal, or (b) any other Swap Obligation designated as an “Excluded Swap
Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and hedge counterparty applicable to such Swap Obligations, and agreed by the Administrative Agent. If a Swap Obligation arises under a master
agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender
(including for purposes of this definition, the Swingline Lender or the L/C Issuer) or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by net income
(however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office
located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect
to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under
Section 3.6(b)) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.1(a)(ii), amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with
Section 3.1(e) and (d) any withholding Taxes imposed pursuant to FATCA. 

  
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 “Existing Credit Agreement” has the meaning specified in the preamble
hereto. 
 “Existing Letter of Credit” shall mean each letter of credit set forth on Schedule 2.2. 

“Existing Notes” shall mean the Borrower and PBF Logistics Finance Corporation’s 6.875% Senior Notes due 2023. 

“Exiting Lenders” has the meaning specified in Section 4.1(k). 

“Extended Maturity Date” has the meaning specified in Section 2.17(b). 

“Extending Lender” has the meaning specified in Section 2.17(b). 

“Extension Effective Date” has the meaning specified in Section 2.17(b). 

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person from the proceeds of property
insurance (other than, for the avoidance of doubt, proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) and condemnation awards (and payments in lieu thereof). 

“Facility” means the credit facility under this Agreement. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any
intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wells Fargo on such day on such transactions as determined by the Administrative
Agent. 
 “FERC” shall mean the Federal Energy Regulatory Commission or any of its successors. 

  
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 “FERC Jurisdictional Requirement” means, with respect to properties that
are part of the Pipeline Systems for which a Relevant Party has requested a waiver of the Interstate Commerce Act tariff filing and reporting requirements, any order or other requirement by the FERC, imposed at any time after the Closing Date, that
requires any Relevant Party to take any action with respect to or as a result of a finding, that all or a portion of such properties are subject to FERC requirements, including any requirement for the filing of reports and/or tariffs at the FERC
with respect to such properties, or any other FERC order or requirement that any Borrower or any Subsidiary comply with the regulations of the FERC with respect to such Properties. 

“Finance Co” shall mean any direct, wholly-owned Subsidiary of the Borrower incorporated to become or otherwise serving as a co-issuer or co-borrower of Indebtedness permitted by this Agreement, which Subsidiary meets the following conditions at all times: (a) the provisions of
Section 6.12 have been complied with in respect of such Subsidiary, and such Subsidiary is a Restricted Subsidiary and a Loan Party, (b) such Subsidiary shall be a Domestic Subsidiary and (d) such Subsidiary has
not (i) incurred, directly or indirectly any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness that it was formed to co-issue or
co-borrow (including, for the avoidance of doubt, any additional series, tranche or issuance of such type of Indebtedness) and for which it serves as co-issuer or co-borrower, (ii) engaged in any business, activity or transaction, or owned any property, assets or Equity Interests other than (A) performing its obligations and activities incidental to the co-issuance or co-borrowing of the Indebtedness that it was formed to co-issue or co-borrower
and (B) other activities incidental to the maintenance of its existence, including legal, tax and accounting administration, (iii) consolidated with or merged with or into any Person, or (iv) failed to hold itself out to the public as
a legal entity separate and distinct from all other Persons. 
 “Fiscal Year-End 2017
Financial Statement” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2017, and the related consolidated statements of income, partners’ capital and cash
flows of the Borrower and its Subsidiaries for the period ended December 31, 2017, including the notes thereto. 
 “Flood
Insurance Laws” shall have the meaning assigned to such term in Section 6.18. 
 “Flood Insurance
Placement Date” shall have the meaning assigned to such term in Section 6.18. 
 “Foreign
Lender” means a Lender that is not a U.S. Person (including such a Lender when acting in the capacity of the Swingline Lender or the L/C Issuer). 

“Foreign Subsidiary” means any Subsidiary that is either (i) a CFC, (ii) any Subsidiary of a Foreign Subsidiary
described in clause (i) or (iii) any Subsidiary that has no material assets other than Equity Interests or subordinated Indebtedness of one or more Foreign Subsidiaries that are CFCs. 

“FRB” means the Board of Governors of the Federal Reserve System of the United States. 

  
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 “Fronting Exposure” means, at any time there is a Defaulting Lender,
(a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to
other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“General Partner” means PBF Logistics GP, LLC, a Delaware limited liability company or any substitute or replacement general
partner of the Borrower that is a direct or indirect Subsidiary of PBF LLC. 
 “Governmental Authority” means the
government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness payable by another Person (the “primary obligor”) in any manner, and including any obligation of such Person, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment of such Indebtedness or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing
any Indebtedness of any other Person, whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be
an amount equal to the stated or determinable amount provided for in the Guarantee as being the subject of the Guarantee, and if no such provision exists, the stated or determinable amount of the related primary obligation, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


  
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 “Guarantors” means, collectively, the Restricted Subsidiaries of the
Borrower listed on Schedule 6.12 and each other Restricted Subsidiary of the Borrower that is required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12. 

“Guaranty” means, collectively, the Guaranty made by the Guarantors in favor of the Secured Parties in the Security
Agreement, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12 and the PBF LLC Guaranty of Collection. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law based on their dangerous and deleterious properties. 
 “Hedge Bank” means (a) a Lender or an
Affiliate of a Lender that is a party to a Swap Contract on the Closing Date or (b) any Person that, at the time it enters into a Swap Contract permitted under ARTICLE VI or ARTICLE VII is a Lender or an Affiliate of a Lender, in
its capacity as a party to such Swap Contract and, in each case, designated by the Borrower as a “Hedge Bank” in a writing to the Administrative Agent and the applicable Hedge Bank. 

“Honor Date” shall have the meaning assigned to such term in Section 2.3(c)(i). 

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board. 

“Increase Effective Date” has the meaning assigned to such term in Section 2.13(d). 

“Increase Period” has the meaning specified in Section 7.11(b). 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of such Person, whether current or
long-term, for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments representing obligations for borrowed money; 

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guarantees and similar instruments; 

  
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 (c) all obligations of such Person to pay the deferred purchase price of
property or services (other than (i) accounts payable in the ordinary course of business and not past due for more than 120 days after the date on which such account was due, unless being contested in good faith by appropriate proceedings and
for which any reserves are required by GAAP are maintained and (ii) indemnification and reimbursement obligations with respect to Investments permitted hereunder or otherwise arising in the ordinary course of business); 

(d) all Indebtedness (excluding prepaid interest thereon) of others secured by a Lien on property owned by such Person, whether
or not such Indebtedness shall have been assumed by such Person or is limited in recourse; 
 (e) all Attributable
Indebtedness of such Person; 
 (f) all Disqualified Capital Stock; and 

(g) all Guarantees of such Person in respect of any of the foregoing Indebtedness of another Person. 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or Joint Venture (other than a Joint
Venture that is itself a corporation or limited liability company) in which such Person is a general partner to the extent that such Person is directly liable therefor, which shall include any Guarantees thereof. Notwithstanding the foregoing,
(a) any Material Contract (or Guarantee in respect thereof) that could be Consolidated Funded Indebtedness pursuant to clause (c) above solely based on the inclusion of customary or otherwise reasonably appropriate trade terms for similar
commercial agreements, shall not be considered Indebtedness hereunder and (b) any Lien permitted under Section 7.1(c) shall not constitute Indebtedness under clause (d) above to the extent arising in connection with customary or
otherwise reasonably appropriate trade terms of Material Contracts. 
 “Indemnified Taxes” means (a) Taxes, other than
Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Indemnitees” has the meaning specified in Section 10.4(b). 

“Ineligible Institution” shall mean the Persons identified by the Borrower to the Administrative Agent in writing prior to
the Closing Date (or after the Closing Date and acceptable by the Administrative Agent in its sole discretion) and in each case, the Administrative Agent shall furnish such information to the Lenders subject to the confidentiality obligations
contained herein. 
 “Information” has the meaning specified in Section 10.7. 

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to
such Eurodollar Rate Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest
Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date. 

  
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 “Interest Period” means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Loan Notice or is ending twelve
months thereafter if requested by the Borrower and consented to by all the Appropriate Lenders; provided that: 
 (a)
any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next
preceding Business Day; 
 (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 

(c) no Interest Period shall extend beyond the Maturity Date. 

“Interstate Commerce Act” means the body of law commonly known as the Interstate Commerce Act, codified at 49 U.S.C. App.
§§ 1 et seq (1988). 
 “Investment” means, as to any Person, any direct or indirect investment by such Person in
another Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition
of any other Indebtedness of or Equity Interest in, another Person, (c) the purchase or other acquisition (in one transaction or a series of related transactions) of all or any material portion of the assets of another Person or (d) the
contribution of assets or property to a Joint Venture or Unrestricted Subsidiary. For purposes of covenant compliance, the amount of any Investment shall be the fair market value of an Investment as of the time made, without adjustment for
subsequent increases or decreases in the value of such Investment. Notwithstanding anything to the contrary contained herein, in the case of any Investment in a Person by a Loan Party or Subsidiary substantially concurrently with a cash distribution
by such Person to a Loan Party or Subsidiary, then the amount of such Investment shall be deemed to be the fair market value of such Investment on the date when made less the amount of cash so distributed. 

“Investment Grade” means, with respect to Borrower, Borrower having ratings of Baa3 or higher from Moody’s Investors
Service Inc. or BBB- or higher from Standard & Poor’s Rating Group; provided that the noninvestment grade rating from the other rating agency must be at least either Ba1 (stable),
if Moody’s, and BB+ (stable), if S&P. 
 “IRS” means the United States Internal Revenue Service. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

  
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 “Issuer Documents” means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Restricted Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. 

“Joinder Agreement” means an agreement in the form of Annex I to the Security Agreement. 

“Joint Lead Arrangers” means, collectively, WFS, BNP Paribas, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York Branch and
RBC Capital Markets. 
 “Joint Venture” means a corporation, limited liability company, limited partnership or statutory
trust that is not a Subsidiary and that is owned jointly by a Relevant Party and one or more Persons other than the Borrower and its Subsidiaries. 

“Last Cure Date” has the meaning specified in Section 8.4. 

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements relating to the foregoing with, any Governmental Authority. 

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage. 
 “L/C Borrowing” means an extension of credit resulting from a drawing under
any Letter of Credit which has not been reimbursed on the date when made or refinanced by means of a Borrowing. 
 “L/C Credit
Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. 

“L/C Issuer” means Wells Fargo, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York Branch, and Royal Bank of Canada, or any
other Lender appointed by the Borrower (with the approval of the Administrative Agent, such approval not to be unreasonably withheld or delayed, and the acceptance of such appointment by such Lender) in such capacity as issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder. The “L/C Issuer” means the relevant L/C Issuer or each L/C Issuer, as the case may be. 

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.6. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

  
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 “Lender” has the meaning specified in the introductory paragraph hereto.

 “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify in writing to the Borrower and the Administrative Agent. 

“Letter of Credit” means any standby letter of credit issued hereunder. 

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by the L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is five Business
Days prior to the Scheduled Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). 

“Letter of Credit Fee” has the meaning specified in Section 2.3(h). 

“Letter of Credit Sublimit” means an amount equal to $75,000,000 (or, if less, the Aggregate Commitments). The Letter of
Credit Sublimit is part of, and not in addition to, the Facility. As of the Closing Date, and subject in any event to Section 2.3(a)(i)(z) and not to exceed the Letter of Credit Sublimit in the aggregate at any one time,
the Letter of Credit Sublimit of each L/C Issuer is as follows: (a) Wells Fargo Bank, National Association, $18,750,000, (b) BNP Paribas, $18,750,000, (c) Citibank, N.A., $18,750,000, (d) MUFG Bank, Ltd., $18,750,000, (e) Natixis, New York
Branch, $18,750,000 and (f) Royal Bank of Canada, $18,750,000. 
 “Lien” means any mortgage, pledge, hypothecation,
collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way, other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing);
provided that rights of first refusal, preferential purchase rights, purchase options and similar rights under the Closing Date Material Contracts and, to the extent similar in nature to the rights in the Closing Date Material Contracts,
Additional Material Contracts shall not be considered Liens hereunder. 
 “Limited Condition Acquisition” has the meaning
specified in the definition of “Permitted Acquisition”. 
 “Loan” means the loans specified in
Section 2.1. 
 “Loan Documents” means, collectively, (a) this Agreement, (b) the
Notes, (c) the Collateral Documents, (d) the PBF LLC Guaranty of Collection and (e) each Issuer Document. 

  
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 “Loan Notice” means a notice of (a) a Borrowing, (b) a conversion
of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.2(a), which, if in writing, shall be substantially in the form of Exhibit A-1. 
 “Loan Parties” means, collectively, the Borrower and each Guarantor
(other than PBF LLC). 
 “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank eurodollar market. 
 “Material Adverse Effect” means (a) a material adverse
change in, or a material adverse effect on, the operations, assets, business, or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any
Lender under any Loan Document, or of the ability of any Loan Party to perform its payment obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a party. 
 “Material Contract” means
(a) the Contractual Obligations listed on Schedule 5.7 and (b) any Contractual Obligation between the PBF Energy Company Group and their assignees, on the one hand, and a Relevant Party, on the other hand (the “Parent
Contracts”), or one or more Contractual Obligations with the General Partner having the same practical effect as a Parent Contract, in each case, that is filed or required to be filed by the Borrower pursuant to Item 1.01 of Form 8-K. For the avoidance of doubt, it is understood that Contractual Obligations described in clauses (a) and (b) above shall continue to be Material Contracts notwithstanding any assignment by the
counterparty thereto. 
 “Material Permitted Acquisition” means any Permitted Acquisition by the Borrower or any Restricted
Subsidiary for consideration in excess of $15,000,000. 
 “Maturity Date” means the earlier of (a) the Scheduled
Maturity Date and (b) February 13, 2023, if the aggregate principal amount of Existing Notes outstanding on February 13, 2023, is greater than zero. 

“Maximum Rate” has the meaning specified in Section 10.9. 

“Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.

 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Mortgage” means any deed of trust, trust deed, mortgage or other instrument granting a lien or security interest in Real
Property, covering any Mortgaged Property together with any Assignment of Leases and Rents that may be referred to therein, in each case as amended or otherwise modified from time to time. 

  
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 “Mortgage Policy” means a fully paid American Land Title Association (or
other similar authority) Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent,
insuring the applicable Mortgage to be a valid first and subsisting Lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Liens and other exceptions that are acceptable to the Administrative
Agent in its sole discretion. 
 “Mortgaged Properties” means all (i) Real Property and Easements in existence on the
Closing Date (subject in any event to the thresholds and exclusions set forth in Section 6.12(c)) and (ii) Real Property and Easements required to be subject to a Mortgage that is delivered pursuant to the terms of this Agreement. For the
avoidance of doubt, in no event shall “Mortgaged Properties” include any Real Property or Easement that constitutes an Excluded Asset. 

“Multiemployer Plan” means any employee benefit plan within the meaning of Section 4001(a)(3) of ERISA, to which the
Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Net Cash Proceeds” means: 

(a) with respect to any Asset Sale (other than, in either case, any issuance or sale of Equity Interests) or Extraordinary
Receipt received or paid to the account of any Relevant Party, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to
be repaid in connection with such transaction (other than Indebtedness under the Loan Documents) and any fees or premiums in connection therewith, (B) the reasonable and customary
out-of-pocket fees and expenses (including professional fees and expenses) incurred by such Relevant Party in connection with such transaction, (C) amounts provided
as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with an Asset Sale or Disposition or (y) any other liabilities retained by the Borrower or any of its Restricted
Subsidiaries associated with the properties sold in such Asset Sale; provided, that, to the extent and at the time that any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), and (D) Taxes (or
distributions in respect of taxes) reasonably estimated to be actually payable in connection therewith; and 
 (b) with
respect to any issuance or sale of Equity Interests (other than Disqualified Capital Stock) by the Borrower (or any contribution with respect to the Equity Interests of the Borrower), the cash proceeds thereof, net of customary fees, commissions,
costs and other expenses incurred in connection therewith (“Net Equity Proceeds”). 
 “Net Equity
Proceeds” has the meaning specified in “Net Cash Proceeds”. 

  
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 “Non-Extending Lenders” has the
meaning specified in Section 2.17(c)(iii). 
 “Non-Extension
Notice Date” has the meaning specified in Section 2.3(b)(iii). 

“Non-Recourse Debt” shall mean Indebtedness as to which neither the Borrower nor any
of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise or
(iii) constitutes the lender, in each case in clauses (i), (ii) and (iii), other than to the extent constituting an Investment made under Section 7.3(n). 

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially
in the form of Exhibit B. 
 “NPL” means the National Priorities List under CERCLA. 

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising
under any Loan Document or otherwise with respect to any Loan, Swingline Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement (other than any Excluded Swap Obligation), in each case whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

“OFAC” has the meaning specified in Section 5.21. 

“Omnibus Agreement” means Fourth Amended and Restated Omnibus Agreement, dated as of August 31, 2016, among the
Borrower, the General Partner, PBF Holdings and PBF LLC. 
 “Operation and Management Services and Secondment Agreement”
means that certain Fifth Amended and Restated Operation and Management Services and Secondment Agreement, dated as of February 28, 2017, among PBF Holdings, Delaware City Refining, Toledo Refining Company LLC, the General Partner, the Borrower,
Delaware City Terminaling, Torrance Refining Company LLC, Torrance Logistics Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC, Toledo Terminaling Company LLC, PBFX Operating Company LLC, Paulsboro Refining Company LLC,
Paulsboro Natural Gas Pipeline Company LLC and Chalmette Refining L.L.C and any amendments or other modifications thereto from time to time that are not materially adverse to the Secured Parties. 

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any partnership, Joint Venture, trust or other form of business entity, the partnership, Joint Venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles
of formation or organization of such entity. 

  
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 “Original Closing Date” means May 14, 2014. 

“Original Transactions” means (i) the establishment of, and the preparation for and consummation of the initial public
offering of, the Borrower (including the negotiation, execution, delivery and effectiveness of (a) agreements between the Borrower and its Subsidiaries, on the one hand, and members of the PBF Energy Company Group, on the other hand, and
(b) the Partnership Agreement and the transactions contemplated thereunder), (ii) the consummation of the transactions set forth in the Contribution and Conveyance Agreement and the other transactions described in the Registration Statement
that occurred on or about the Original Closing Date and (iii) the issuance of a distribution and/or dividend from the Borrower to PBF LLC as set forth in the Registration Statement (the “Closing Date Dividend”). 

“Other Connection Taxes” with respect to any recipient, Taxes imposed as a result of a present or former connection between
such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a
security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other Taxes” all present or future stamp or documentary, intangible, recording, filing or similar Taxes that arise from any
payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to a participation or an assignment (other than an assignment made pursuant to Section 3.6(b)). 

“Outstanding Amount” means (a) with respect to Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date; (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts; and (c) with respect to any Swingline
Obligations on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Swingline Loans occurring on such date. 

“Participant” has the meaning specified in Section 10.6(f). 

“Participant Register” has the meaning specified in Section 10.6(f). 

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of PBF Logistics, LP, dated as
of September 15, 2014. 
 “PBF Energy Company Group” means PBF Inc. and its Subsidiaries (other than the General
Partner, Borrower and its Subsidiaries). 

  
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 “PBF Holdings” means PBF Holding Company LLC, a Delaware limited liability
company, and its successors. 
 “PBF Inc.” means PBF Energy Inc., a Delaware corporation, and its successors. 

“PBF LLC” means PBF Energy Company LLC, a Delaware limited liability company, and its successors. 

“PBF LLC Guaranty of Collection” means the Guaranty of Collection dated as of the Original Closing Date between PBF Energy
Company LLC and the Administrative Agent. 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Pending Transaction” shall mean any Investment (including any acquisition) in respect of which (i) a definitive
agreement has been entered into and remains in full force and effect and (ii) the relevant Investment (including any acquisition) has not been consummated. 

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is maintained or is contributed to by the Borrower or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. 

“Perfection Certificate” shall mean a certificate in the form of Exhibit E or any other form approved by the
Administrative Agent. 
 “Permitted Acquisition” means any transaction for the (a) acquisition of all or a material
portion of the property of any Person, or of any business or division, or business line or unit of any Person; or (b) acquisition (including by merger or consolidation) of a controlling interest (including all or a controlling portion of the
Equity Interests) in any Person that becomes a Loan Party after giving effect to such transaction (in accordance with the time periods set forth in Section 6.12); provided that each of the following conditions shall
be met: 
  

	 	(i)	 any such newly-created or acquired Person shall comply with the requirements of
Section 6.12 to the extent applicable; 


  

	 	(ii)	 (A) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise
acquired shall not cause the Borrower to be in violation of Section 7.7 and (B) such Person shall have its primary operations in the United States, Canada and/or Mexico; 



 

	 	(iii)	 the Borrower must be the surviving entity in any merger to which it is a party; 



  
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	 	(iv)	 (A) immediately before and immediately after giving effect to any such purchase or other acquisition, no
Event of Default shall have occurred and be continuing (or to the extent a condition to the consummation of any purchase or other acquisition by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to the Loan Documents
whose consummation is not conditioned on the availability of, or on obtaining, third party financing (such acquisition a “Limited Condition Acquisition”), no Event of Default under Section 8.1(a) or
(f) shall have occurred and be continuing) and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with all of the
covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to
Section 6.1(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the Measurement Period covered thereby; provided that to the extent that the conditions in
this sub-clause (iv) are relevant to the satisfaction of the conditions to closing of any Limited Condition Acquisition, the determination of whether the relevant conditions in this sub-clause (iv) are satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Measurement Period at the time of), and on a
Pro Forma Basis, either (x) the execution of the definitive documentation with respect to such Limited Condition Acquisition, provided that until such time as the applicable Pending Transaction has been consummated or the definitive
documentation with respect to such Pending Transaction has been terminated or abandoned or expires without consummation of such Pending Transaction, any such financial ratio or basket shall be calculated on Pro Forma Basis assuming such Pending
Transaction (and other transactions in connection therewith including any incurrence of Indebtedness and the use of proceeds thereof) has been consummated or (y) the consummation of such Limited Condition Acquisition; 



 

	 	(v)	 if financed directly or indirectly with the proceeds of any Loans, such purchase or other acquisition shall be
consummated on a non-hostile basis; and 


  

	 	(vi)	 after giving effect to such transaction, (a) the Aggregate Commitments minus (b) the Total
Outstandings must be greater than or equal to $25,000,000. 


 “Permitted Lien” has the meaning specified
in Section 7.1. 
 “Person” means any natural person, corporation, limited liability company,
trust, Joint Venture, association, company, partnership, Governmental Authority or other entity. 
 “Pipeline Assets”
means, collectively, all gathering systems, all tubes and pipelines used for the transportation of hydrocarbons (including crude oil and refined products), wherever located, whether now owned or hereafter acquired by any Loan Party, together with
all equipment, contracts, fixtures, facilities, metering stations, compressors, improvements, records and other property appertaining thereto. 

  
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 “Pipeline System” means each system of Pipeline Assets, Real Property and
Easements relating thereto making up an integrated gathering system and gathering system, or other pipeline system. 

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) maintained by the
Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

“Platform” has the meaning specified in Section 6.2. 

“Pro Forma Basis” has the meaning specified in “Consolidated EBITDA.” 

“Pro Forma Effect” has the meaning specified in “Consolidated EBITDA.” 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time. 
 “Public Filing” has the meaning specified in Section 6.1. 

“Public Lender” has the meaning specified in Section 6.2. 

“Real Property” shall mean, collectively, all right, title and interest of a Relevant Party in and to any and all parcels of
real property owned or leased by a Relevant Party together with all improvements and appurtenant fixtures, easements, rights of way and other real property incidental to the ownership, lease or operation thereof, but excluding Easements. 

“Register” has the meaning specified in Section 10.6(e). 

“Registration Statement” means the Registration Statement on Form S-1, under the
Exchange Act, of the Borrower filed with the SEC on April 3, 2014, as amended prior to the Original Closing Date. 
 “Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 

“Relevant Parties” means, collectively, the Borrower and the Restricted Subsidiaries. 

“Replacement Rate” has the meaning specified in Section 3.3(b). 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived (under applicable regulations or otherwise). 
 “Request for Credit Extension” means
(a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a Swingline Loan Notice. 

  
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 “Required Lenders” means, as of any date of determination, Lenders holding
more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Obligations being deemed “held” by such Lender for
purposes of this definition) and (b) aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders. 
 “Responsible Officer” means the chief executive officer, president, chief financial
officer, chief accounting officer, treasurer, assistant treasurer or any executive vice president, vice president, secretary or assistant secretary of a Loan Party or of the General Partner acting on behalf of a Loan Party or Loan Parties. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan Party or of the General Partner acting on behalf of a Loan Party or Loan Parties shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any capital stock or other Equity Interest of the Borrower or any of its Restricted Subsidiaries, or any payment (whether in cash, securities or other property and including any sinking fund payment or similar deposit) on account of the purchase,
redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s or any Restricted Subsidiary’s stockholders, partners
or members (or the equivalent of any thereof). 
 “Restricted Subsidiary” means any Subsidiary of the Borrower that is not
an Unrestricted Subsidiary. 
 “S&P” means Standard & Poor’s Rating Services, and any successor thereto.

 “Sanctioned Country” shall mean, at any time, a country, territory or region that is the target of any comprehensive
trade or economic Sanctions. For the avoidance of doubt, as of the Closing Date, Sanctioned Countries are the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria and Sudan. 

“Sanctioned Person” means, at any time, any party that is, or is owned or controlled by an entity that, (i) is publicly
identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC, is subject to sanctions by the U.S. State Department, the United Nations or the European Union such that a U.S. Person cannot
deal or otherwise engage in a business transaction with such Person, or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (ii) is publicly identified as
prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other applicable U.S. Law. 

  
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 “Sanctions” means economic or financial sanctions or trade embargoes
imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council or the European Union. 

“Scheduled Maturity Date” means (a) July 30, 2023, and (b) if the maturity of any Loan, Commitment or L/C
Obligation is extended pursuant to Section 2.17, such Extended Maturity Date as determined pursuant to such Section 2.17 (provided that such Extended Maturity Date shall only apply to the Loans,
Commitments and L/C Obligations so extended); provided, however, that, in each case, if such date is not a Business Day, the Scheduled Maturity Date shall be the immediately preceding Business Day. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between
any Loan Party and any Cash Management Bank and designated by the Borrower as a “Secured Cash Management Agreement” to the Administrative Agent in writing and the applicable Cash Management Bank. 

“Secured Hedge Agreement” means any Swap Contract permitted under ARTICLE VI or ARTICLE VII that is entered
into by and between any Loan Party and any Hedge Bank and designated by the Borrower as a “Secured Hedge Agreement” pursuant to a written notice to the Administrative Agent and the applicable Hedge Bank; provided that such notice may
specify that all swaps under a single Master Agreement shall be deemed to be Secured Hedge Agreements. “Secured Hedge Agreement” shall not include any transactions or confirmations with a Lender or an Affiliate of such Lender entered into
after such Lender ceases to be a Lender or such Affiliate ceases to be an Affiliate of such Lender. 
 “Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the Swingline Lender, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent
appointed by the Administrative Agent from time to time pursuant to Section 9.5, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral
Documents. 
 “Security Agreement” has the meaning specified in Section 4.1(a)(iii). 

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date
(a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute
an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall
be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

  
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 “Specified Equity Contribution” has the meaning specified in
Section 8.4. 
 “Specified Representations” means those representations and warranties of the
Borrower in Sections 5.1(a) (as it relates to the organization existence of the Borrower), 5.2(a), 5.4, 5.14 and 5.21. 

“State Pipeline Regulatory Agencies” means any state Governmental Authority with jurisdiction with respect to any Pipeline
Systems, and “State Pipeline Regulatory Agency” means any one of the foregoing. 
 “Statutory Reserves”
means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the FRB for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D). Eurodollar Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Administrative Agent, any Lender or any L/C Issuer under such Regulation D or any comparable regulation. Statutory Reserves
shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
 “Step-Up” has the meaning specified in 7.11(b). 
 “Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by reason of the happening of a contingency) or (in the case of a partnership) a majority of the general partner interests are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 
 “Subsidiary Designation”
shall mean the designation by the Borrower of a Restricted Subsidiary as an Unrestricted Subsidiary, or vice versa, as the case may be, to the extent permitted by the terms of this Agreement. 

“Swap” shall mean any agreement, contract, or transaction that constitutes a “swap” within the meaning of section
1a(47) of the Commodity Exchange Act. 
 “Swap Contracts” means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond
price or forward bond index 

  
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transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, derivative contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or
subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master derivatives agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any
such obligations or liabilities under any Master Agreement. 
 “Swap Obligation” shall mean, with respect to any person,
any obligation to pay or perform under any Swap. 
 “Swap Termination Value” means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swingline Borrowing” shall mean a borrowing of Swingline Loans made by the Swingline Lender pursuant to
Section 2.16. 
 “Swingline Commitment” shall mean, with respect to the Swingline Lender, the
commitment of the Swingline Lender to make Swingline Loans pursuant to Section 2.16. The aggregate amount of the Swingline Commitment is $25,000,000 (or, if less, the Aggregate Commitments). 

“Swingline Lender” shall mean Wells Fargo, in its capacity as Swingline Lender. 

“Swingline Lender Notice” has the meaning specified in Section 2.16(c). 

“Swingline Loan” shall mean any Swingline Loan made to the Borrower pursuant to Section 2.16. 

“Swingline Loan Notice” shall mean a request by the Borrower substantially in the form of Exhibit A-2. 
 “Swingline Obligations” shall mean at any time the aggregate principal amount
of all outstanding Swingline Borrowings at such time. 
 “Synthetic Lease Obligation” means the monetary obligation of a
Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating
obligations that do not appear on the balance sheet of such Person, but which, upon the insolvency or bankruptcy of such Person would be characterized as indebtedness of such Person (without regard to accounting treatment). 

  
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 “Taxes” means all present or future taxes, levies, imposts, duties,
deductions, charges, withholdings (including backup withholding), assessments or fees imposed by any Governmental Authority and any and all additions to tax, interest, and penalties related thereto. 

“Threshold Amount” means $35,000,000. 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans (including Swingline Loans) and L/C Obligations.

 “Transactions” means (i) the negotiation, execution, delivery and effectiveness of the Loan Documents,
(ii) all such drop-down transactions set forth on Schedule 1.1 and (iii) the payment of fees and expenses incurred in connection with any of the foregoing. 

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. 

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the
effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York,
“UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority. 
 “United States” and “U.S.” mean the
United States of America. 
 “Unreimbursed Amount” has the meaning specified in
Section 2.3(c)(i). 
 “Unrestricted Subsidiary” means any Subsidiary of the Borrower designated
as such pursuant to Section 6.17(a) and any Subsidiary of an Unrestricted Subsidiary. As of the Closing Date, there are no Unrestricted Subsidiaries. 

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56). 
 “U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. 
 “U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 3.1(e)(ii)(B)(3). 

“Voting Stock” means, with respect to any person, any class or classes of Equity Interests pursuant to which the holders
thereof have the general voting power under ordinary circumstances to vote in the election of the board of directors or equivalent governing body of such person. 

  
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 “Wells Fargo” means Wells Fargo Bank, National Association and its
successors. 
 “WFS” means Wells Fargo Securities, LLC and its successors. 

“Withholding Agent” means any Loan Party and the Administrative Agent. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 
 1.2 Other Interpretive Provisions. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments,
supplements, amendments and restatements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words
“herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof,
(iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in
which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect, unless the
context otherwise requires, and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

(b) In the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” 

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect
the interpretation of this Agreement or any other Loan Document. 

  
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 1.3 Accounting Terms. 

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except
(x) as may be required by changes in GAAP or (y) as may be required by IFRS if the Borrower is required to apply IFRS as provided in Section 1.3(b), in each case subject to Section 1.3(b)
below; provided that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made
(i) without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting
Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption
of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards
Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or such similar arrangement) was not required to be so treated under
GAAP as in effect on the Closing Date. Notwithstanding the foregoing, for purposes of all computations of amounts and ratios referred to herein, Indebtedness of the Borrower and its Restricted Subsidiaries shall be deemed to be carried at 100% of
the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

(b) Changes in GAAP; IFRS. If (x) at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document or (y) the Borrower is required (as advised by the Borrower’s outside auditors of nationally recognized standing) to apply IFRS rather than GAAP and such change would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP or such application of IFRS, as the case may be (subject in each case to the approval of the Required Lenders); provided that, until so amended,
(i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein (or prior to the application of IFRS, as applicable) and (ii) the Borrower shall provide to the Administrative Agent and the
Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change
in GAAP (or to such application of IFRS, as applicable). 
 1.4 Rounding. Any financial ratios required to be maintained
by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the
result up or down to the nearest number (with a rounding-up if there is no nearest number). 

  
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 1.5 Times of Day. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as applicable). 
 1.6 Letter of Credit Amounts.
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that,
by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof after such time, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such
Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time; provided, further, however, that with respect to any Letter of Credit that, by its terms or the
terms of any Issuer Document related thereto, provides for one or more automatic decreases in the stated amount thereof after such time (unless such Letter of Credit also provides for one or more automatic increases after such time), at the time of
any such decrease and thereafter, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to such decrease. 

1.7 Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with
respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR” or “Eurodollar Rate”. 

ARTICLE II 
 THE
COMMITMENTS AND CREDIT EXTENSIONS 
 2.1 The Borrowings. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make loans in Dollars (each such loan, a “Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time the outstanding the
amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the
Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.1, prepay under Section 2.4, and reborrow under this Section 2.1. Loans may
be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 
 2.2 Borrowings, Conversions and Continuations of
Loans. 
 (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of
Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans and (ii) on the requested date of any Borrowing of Base Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans. Each telephonic notice by the Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the 

  
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Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.3(c) or Section 2.16(b), each Borrowing of or conversion to
Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of
Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to
be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a
Type of Loan in a Loan Notice then the applicable Loans shall be made as Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable
Eurodollar Rate Loans. If the Borrower fails to give a notice of conversion or continuation prior to the end of any Interest Period in respect of a Eurodollar Rate Loan, the Borrower shall be deemed to have requested that such Loan be continued as a
Eurodollar Loan with a one month interest period. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified
an Interest Period of one month. Notwithstanding the foregoing, Swingline Loans may not be converted or continued. 
 (b)
Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.2(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan
available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set
forth in Section 4.2, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the
books of Wells Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date a Loan Notice with respect to a Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C
Borrowings, and second, shall be made available to the Borrower as provided above. 
 (c) Except as otherwise provided
herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the written consent of the Required Lenders. 

  
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 (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders
of any change in Wells Fargo’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans
as the same Type, there shall not be more than seven (7) Interest Periods in effect. 
 2.3 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) From and after the Closing Date, all Existing Letters of Credit will be deemed issued and outstanding under this Agreement
and will be governed as if issued under, and subject to the terms and conditions of, this Agreement. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in
this Section 2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its
Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally
agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations
and Swingline Obligations shall not exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate available amount of all Letters of Credit
issued by any L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Sublimit (except as otherwise agreed by such L/C Issuer in its sole discretion). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall
be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof,
the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed. 
 (ii) The L/C Issuer shall not issue any Letter of Credit if: 

  
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 (A) subject to Section 2.3(b)(iii), the expiry
date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the
Lenders have approved such expiry date or the Borrower shall have Cash Collateralized 103% of the full amount then available for drawing under such Letter of Credit. 

(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or
request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement
(for which the L/C Issuer is not otherwise compensated or subject to indemnification hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed and non-indemnifiable
loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 

(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit
generally; 
 (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an
initial stated amount of less than $5,000; 
 (D) such Letter of Credit is to be denominated in a currency other than
Dollars; 
 (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any
drawing thereunder; or 
 (F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into
arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s Fronting Exposure (after giving effect to
Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has Fronting
Exposure. 

  
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 (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer
would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 
 (v) The L/C
Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter
of Credit does not accept the proposed amendment to such Letter of Credit. 
 (vi) The L/C Issuer shall act on behalf of the
Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in ARTICLE IX with respect to
any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in ARTICLE IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

(i) The Borrower may from time to time request that the L/C Issuer issue or amend a Letter of Credit by delivering to the L/C
Issuer a Letter of Credit Application (with a copy to the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative
Agent not later than 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date
of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as
the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (1) the Letter of
Credit to be amended; 

  
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(2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may reasonably
require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C
Issuer or the Administrative Agent may reasonably require. 
 (ii) Promptly after receipt of any Letter of Credit
Application, the L/C Issuer will confirm with the Administrative Agent (in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof. Unless the L/C Issuer has received written notice from the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one
or more applicable conditions contained in ARTICLE IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the
applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the
amount of such Letter of Credit. 
 (iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit
must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to
make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of
Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be
permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.3(a) or otherwise), or (B) it has received notice (in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the
Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in
Section 4.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 

  
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 (iv) Promptly after its delivery of any Letter of Credit or any amendment to
a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C
Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 12:00 noon on the Business Day following the day of any payment by the L/C Issuer under a Letter of Credit (each such date of such payment, an “Honor
Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to
have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (which Borrowing will not be subject to the terms and conditions of Section 4.2 hereof and will
be funded by the Lenders solely upon the requirements of this Section 2.3 being met), without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate
Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Lender shall upon any notice pursuant to Section 2.3(c)(i) make funds available (and the
Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 2:00 p.m.
on the Business Day specified in such notice by the Administrative Agent, whereupon, each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the
funds so received to the L/C Issuer. 
 (iii) [Reserved]. 

  
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 (iv) Until each Lender funds its Loan or L/C Advance pursuant to this
Section 2.3(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

 (v) Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any
of the foregoing (including any failure to meet the terms and conditions of Section 4.2); provided, however, that each Lender’s obligation to make Loans pursuant to this
Section 2.3(c) is subject to the conditions set forth in Section 4.2 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 

(vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to
be paid by such Lender pursuant to the foregoing provisions of this Section 2.3(c) by the time specified in Section 2.3(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the
case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.3(c)(vi) shall be conclusive absent manifest error. 

(d) Repayment of Participations. 

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such
Lender’s L/C Advance in respect of such payment in accordance with Section 2.3(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the
same funds as those received by the Administrative Agent. 

  
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 (ii) If any payment received by the Administrative Agent for the account of
the L/C Issuer pursuant to Section 2.3(c)(i) is required to be returned under any of the circumstances described in Section 10.5 (including pursuant to any settlement entered into by the L/C Issuer
in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of
this Agreement. 
 (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each
drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at
any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or 
 (v) any other
circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries, other than the
defense of payment. 

  
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 The Borrower shall promptly examine a copy of each Letter of Credit and each amendment
thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived
any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid, except in the case of the L/C Issuer’s gross negligence or wilful misconduct as determined in a
non-appealable judgment of a court of competent jurisdiction. 
 (f) Role of L/C
Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a nonappealable judgment of a court of competent jurisdiction; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any
other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C
Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s
willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of
a Letter of Credit, all as determined in the final nonappealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 

  
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 (g) Applicability of ISP. Unless otherwise expressly agreed by the
L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. 

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letters of Credit times the daily amount available to be drawn under
such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral
satisfactory to the L/C Issuer pursuant to this Section 2.3 shall be (A) payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective
Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.15(a)(iv), (B) retained by the Borrower to the extent that the Borrower has provided Cash Collateral to cover Fronting Exposure that has
not been reallocated pursuant to Section 2.15(a)(iv), and (C) with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.6. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there
is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable
Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the
L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at a rate of the greater of (1) $500 and (2) 0.125% per annum, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly
basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.6. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are
nonrefundable. 
 (j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the
terms of any Issuer Document, the terms hereof shall control. 

  
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 (k) Letters of Credit Issued for Restricted Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all
drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial
benefits from the businesses of such Restricted Subsidiaries. 
 2.4 Prepayments. 

(a) Optional. (i) Subject to the last sentence of this Section 2.4(a)(i), the Borrower
may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later
than 12:00 noon (1) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Eurodollar Rate
Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is
given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a
refinancing, acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of prepayment
specified therein extended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a Eurodollar Rate Loan, any
additional amounts required pursuant to Section 3.5. 
 (ii) The Borrower may, upon notice to the
Swingline Lender (with a copy to the Administrative Agent), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the
Swingline Lender and the Administrative Agent not later than 2:00 p.m. on the date of prepayment and (B) any such prepayment shall be in a minimum principal amount of the lesser of (x) $100,000 and (y) the aggregate principal amount
of all Swingline Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the prepayment amount specified in such notice shall
be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing, acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or
disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of prepayment specified therein extended, upon further notice from the Borrower to the Administrative Agent. 

  
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 (b) Mandatory. 

(i) To the extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or
receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of
Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or
maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale
to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any
earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). 

(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately
prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize
the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. 

(iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied,
first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding
Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to
clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of
prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized,
the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this
Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments. 

  
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 2.5 Termination or Reduction of Commitments. 

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the
Swingline Commitment, or the Letter of Credit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Swingline Commitment or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by
the Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction; provided further that a notice of termination or reduction of the Aggregate Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and
(iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the
Swingline Commitment if, after giving effect thereto, the Outstanding Amount of the Swingline Obligations would exceed the Swingline Commitment, or (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C
Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. 
 (b) Application of
Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Swingline Commitment, the Letter of Credit Sublimit or the Aggregate Commitments under this
Section 2.5. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of
any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 
 2.6 Repayment of
Loans. The Borrower shall repay (i) to the Lenders on the Maturity Date the aggregate principal amount of all Loans outstanding on such date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan
on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month (or if either such date is not a Business Day, the
next succeeding Business Day) and is at least seven Business Days after such Swingline Loan is made; provided that on each date that a Borrowing (other than a Borrowing that is required to finance the reimbursement of a L/C Advance as
contemplated by Section 2.3(c)) is made, the Borrower shall repay all Swingline Loans then outstanding. 

  
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 2.7 Interest. 

(a) Subject to the provisions of Section 2.7(b), (i) each Eurodollar Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. 

(i) While any Event of Default under Sections 8.1(a) (with respect to payments of principal only) or 8.1(f)
exists, the Borrower shall pay interest on all outstanding Obligations hereunder at a fluctuating interest rate per annum equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon
demand. 
 (b) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and
at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 

2.8 Fees. In addition to certain fees described in Sections 2.3(h) and (i): 

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than a
Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time
exceeds the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the
conditions in ARTICLE IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last
day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the
Lenders have funded their participations therein. 
 (b) Other Fees. The Borrower shall pay to the Joint Lead
Arrangers, the Lenders and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Engagement Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever. 

  
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 2.9 Computation of Interest and Fees; Retroactive Adjustments of
Applicable Rate. 
 (a) All computations of interest for Base Rate Loans computed
using the prime rate and of the Commitment Fee shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue
on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made
shall, subject to Section 2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

(b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other
reason, (i) the Consolidated Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such
period: (A) the Borrower shall promptly (but in any event within ten (10) Business Days), after the Borrower discovers such inaccuracy or the Borrower is notified by the Administrative Agent (on behalf of the Required Lenders) of such
inaccuracy, as the case may be, deliver to the Administrative Agent correct financial information for such period, as necessary and (B) the Administrative Agent shall determine and notify the Borrower of the amount of interest that would have
been due in respect of any of the outstanding Obligations and the amount of the Commitment Fees and Letter of Credit Fees, if any, during such period had the pricing been determined based on the correct calculation of the Consolidated Total Leverage
Ratio. The Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the
occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an
amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any
Lender or the L/C Issuer, as the case may be, under Section 2.3(h) or 2.7 or under ARTICLE VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the
repayment of all other Obligations hereunder. 
 2.10 Evidence of Debt. 

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.
In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest 

  
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error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note
with respect to the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 
 (b) In
addition to the accounts and records referred to in Section 2.10(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error. 
 2.11 Payments Generally;
Administrative Agent’s Clawback. 
 (a) General. All payments to be made by
the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent
after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 

(b) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 (or, in the case of a Borrowing
of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand
such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in
the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the 

  
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Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the
amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the
Administrative Agent. 
 (i) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative
Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders, the Swingline Lender or the L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders, the Swingline Lender or the L/C Issuer, as the
case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders, the Swingline Lender or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender, the Swingline Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection
(b) shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender
makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this ARTICLE II, and such funds are not made available to the Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in ARTICLE IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.4(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation
or to make any payment under Section 10.4(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and, except as set forth in
Section 2.15(a)(iv), no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.4(c). 

  
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 (e) Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of
principal and L/C Borrowings then due to such parties. 
 2.12 Sharing of Payments by Lenders. If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the
proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of
payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder
and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of
the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan
Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the
Loans and subparticipations in L/C Obligations or Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: 

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

  
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 (ii) the provisions of this Section shall not be construed to apply to
(x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash
Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or
Swingline Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). 

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such
participation. 
 2.13 Increase in Facility. 

(a) Request for Increase. Provided there exists no Event of Default, upon notice to the Administrative Agent (which
shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that any such request for an increase
shall be in a minimum amount of $25,000,000 (or such lesser amount as may be agreed by the Administrative Agent and the applicable Lenders and Eligible Assignees that agree to increase or provide a Commitment pursuant to this
Section 2.13). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender or Eligible Assignee that is requested to provide such
increase shall respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders (or such shorter time as determined in the sole discretion of the Administrative Agent)). 

(b) Lender Elections to Increase. Each requested Lender and Eligible Assignee shall notify the Administrative Agent in
writing within such time period whether or not it agrees to increase or provide its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage or such requested increase. Any Lender or Eligible
Assignee not responding within such time period shall be deemed to have declined to increase or provide its Commitment. For the avoidance of doubt, no Lender’s Commitment may be increased without the prior written consent of such Lender.
Notwithstanding anything herein to the contrary, nothing shall obligate the Borrower to offer such increase in the Aggregate Commitments to all Lenders or any particular Lender. 

(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower of the
Lenders’ and Eligible Assignees’ responses to each request made hereunder. Subject to the approval of the Administrative Agent, the Swingline Lender and the L/C Issuer (which approvals shall not be unreasonably withheld) and only to the
extent such approval would be required under Section 10.6, Eligible Assignees may become Lenders pursuant to a customary joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and
Borrower. 

  
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 (d) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the Borrower shall mutually determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent
shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. 

(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to
the Administrative Agent (i) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent in connection
with such increase and (ii) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, (B) in the case of the Borrower, certifying, as of such date, giving effect to amounts drawn or to be drawn under the Facility (as increased pursuant to this Section 2.13) as of such date,
compliance with the financial covenants contained in Section 7.11 on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to
Section 6.1(a) or (b); provided that to the extent the increase is to finance a Limited Condition Acquisition, the determination of whether the relevant conditions in this
sub-clause (B) are satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Measurement Period at the time of), and
on a Pro Forma Basis, either (x) the execution of the definitive documentation with respect to such Limited Condition Acquisition, provided that until such time as the applicable Pending Transaction has been consummated or the definitive
documentation with respect to such Pending Transaction has been terminated or abandoned or expires without consummation of such Pending Transaction, any such financial ratio or basket shall be calculated on Pro Forma Basis assuming such Pending
Transaction (and other transactions in connection therewith including any incurrence of Indebtedness and the use of proceeds thereof) has been consummated or (y) the consummation of such Limited Condition Acquisition, and (C) in the case
of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in ARTICLE V and the other Loan Documents are true and correct in all material respects (except with
respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all
respects) as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of
Section 5.5 shall be deemed to refer to the most recent statements of Borrower and its Subsidiaries furnished pursuant to clauses (a) and (b), respectively, of
Section 6.1 (except that, to the extent the increase is to finance a Limited Condition Acquisition, the accuracy of the representations and warranties shall refer solely to the accuracy of the representations and warranties
that would constitute Specified Representations (conformed as necessary to only apply to such Limited Condition Acquisition)), and (2) no Event of Default exists (except that, to the extent the increase is to finance a Limited Condition
Acquisition, no Event of Default under Section 8.1(a) or (f) shall have occurred and be continuing). The Borrower shall borrow additional 

  
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Loans from the Lenders whose Commitments have been increased and/or prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to
Section 3.5) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. 

(f) For the avoidance of doubt, any increase in Commitments pursuant to this Section 2.13 and any
Loans resulting therefrom shall have the same terms (other than upfront or certain other fees paid to the Lenders as determined by the Borrower) as the other Commitments and Loans and shall be benefitted by the Guarantees from the Guarantors and
secured on a pari passu basis by the Collateral. 
 (g) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.12 or 10.1 to the contrary. 
 2.14 Cash Collateral. 

(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C
Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding,
the Borrower shall, in each case, immediately Cash Collateralize 103% of the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the L/C
Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover 103% of all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by
the Defaulting Lender). 
 (b) Grant of Security Interest. All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Wells Fargo. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Swingline Lender, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit
accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to
Section 2.14(c). If at any time the Administrative Agent determines in good faith that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total
amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. 

  
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 (c) Application. Notwithstanding anything to the contrary contained
in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.3, 2.4, 2.15 or 8.2 in respect of Letters of Credit or Swingline Loans shall be held
and applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. 

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other
obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations or events giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or,
as appropriate, its assignee following compliance with Section 10.6(d)) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however,
(x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be
otherwise applied in accordance with Section 8.3), and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations. 
 2.15 Defaulting Lenders. (a) Adjustments. Notwithstanding anything to
the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in Section 10.1. 
 (ii)
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE VIII or
otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.8), shall be applied at such time or times as may be determined by the Administrative Agent as
follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or the
Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any
participation in any Letter of Credit or Swingline Loan; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing
deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts then owing to the Lenders, the Swingline Lender or the L/C Issuer as a result of
any judgment of a court of competent jurisdiction 

  
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obtained by any Lender, the Swingline Lender or the L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;
seventh, to the payment of any amounts then owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of
its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans, Swingline Loans
or L/C Advances in respect of which that Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Loans of, Swingline Loans of, and L/C Advances owed to, all
non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, Swingline Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by
that Defaulting Lender, and each Lender irrevocably consents hereto. Subject to Section 10.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender
arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation. 
 (iii) Certain Fees. Each Defaulting Lender (x) shall not be entitled to
receive any commitment fee pursuant to Section 2.8(a) for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to
have been paid to such Defaulting Lender) (and the Borrower shall (A) be required to pay to the L/C Issuer the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the
remaining amount of such fee that otherwise would have been required to have been paid to such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.3(h).

 (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a
Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to
Section 2.3, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided,
that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each
non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender. 

  
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 (b) Defaulting Lender Cure. If the Borrower, the Administrative
Agent, the Swingline Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of
the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders
in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

2.16 Swingline Loans. 

(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower
from time to time during the Availability Period in Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment
or (y) the Total Outstandings exceeding the Aggregate Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay or repay and reborrow Swingline Loans. All Swingline Loans shall be Base Rate Loans under this Agreement. 

(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lender of such request by telephone (confirmed by
a Swingline Loan Notice by telecopy) not later than 2:00 p.m. on the day of the proposed Swingline Borrowing. Each such notice and Swingline Loan Notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business
Day) of the Swingline Borrowing, (ii) the amount of the requested Swingline Borrowing and (iii) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Loan shall be in a minimum principal
amount of $100,000. The Swingline Lender shall make each Swingline Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 4:00 p.m. to the account requested by the Borrower. 

(c) The Swingline Lender may by written notice (a “Swingline Lender Notice”) given to the Administrative Agent
not later than 12:00 noon on any Business Day when Swingline Loans are outstanding, require the Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the
aggregate amount of such Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice 

  
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thereof to each such Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its respective
obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available
funds not later than 2:00 pm on the Business Day specified in the Swingline Lender Notice (and Section 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by
the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the
Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender
or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower
of any default in the payment thereof. 
 2.17 Extension of Maturity Date. 

(a) Not earlier than one year after the Closing Date, nor later than sixty (60) days prior to the Scheduled Maturity Date,
the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Scheduled Maturity Date then in effect; provided that not more
than two such extensions shall be effected during the term of this Agreement. Within thirty (30) days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension
(which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the Lenders’ responses. The execution of this Agreement and the consummation of the Transactions on the date hereof shall not constitute any of the two extensions of the Scheduled Maturity Date referenced
in the proviso of the first sentence of this clause (a). 

  
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 (b) The Scheduled Maturity Date shall be extended only if the Required
Lenders (calculated prior to giving effect to any replacements of Lenders permitted herein) (the “Extending Lenders”) have consented thereto. If so extended, the Scheduled Maturity Date, as to the Extending Lenders, shall be
extended to the date which is one year after the Scheduled Maturity Date then in effect (the “Extended Maturity Date”), effective as of the date the Administrative Agent has received the documents required to be delivered by
Section 2.17(c)(ii) (the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. 

(c) Notwithstanding the foregoing, the extension of the Scheduled Maturity Date pursuant to this Section shall not be effective
with respect to any Lender unless: 
 (i) on the Extension Effective Date, no Default shall have occurred and be continuing,
and no Default shall occur, as a result of such extension (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as the case may be); 

(ii) the Borrower shall deliver to the Administrative Agent (A) copies of resolutions certified by a Responsible Officer
of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Scheduled Maturity Date as extended pursuant to this Section has been duly
authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer of the Borrower dated as of the Extension Effective Date certifying that (1) before and after giving effect to such extension, the
representations and warranties contained in Article V and the other Loan Documents made by it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality,
which shall be true and correct in all respects) on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material
respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this
Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements
furnished with respect to Borrower and its Subsidiaries pursuant to clauses (a) and (b), respectively, of Section 6.1 and (2) before and after giving effect to such extension no Default
exists or will exist (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as the case may be); 

(iii) The Borrower shall pay any Loans outstanding on the Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.5) to the extent
necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; 

  
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 (iv) On the Maturity Date applicable to each
Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among
the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without
regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate
Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to
exceed such Lender’s Commitments as in effect at such time; and 
 (v) If the reallocation described in the preceding
clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by
the preceding clause (iii), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date
shall terminate. 
 (d) The Borrower shall have the right to replace each Non-Extending Lender in
accordance with Section 10.13. 
 (e) This Section shall supersede any provisions in
Section 2.6 or 10.1 to the contrary. 
 ARTICLE III 

TAXES, YIELD PROTECTION AND ILLEGALITY 

3.1 Taxes. 

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 

(i) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to
the extent permitted by applicable Law be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Law requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the
applicable Withholding Agent shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. 

  
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 (ii) If any applicable Withholding Agent shall be required by the applicable
Law to withhold or deduct any Taxes, including both U.S. federal backup withholding and withholding taxes, from any payment, then (A) the applicable Withholding Agent shall withhold or make such deductions as are determined by the Withholding
Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable Withholding Agent shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after
any required withholding or the making of all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal
to the sum it would have received had no such withholding or deduction been made. 
 (b) Payment of Other Taxes by the
Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law. 

(c) Tax Indemnifications. 

(i) Without duplication or limiting the provisions of subsection (a) or (b) above, the
Borrower shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or
asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or the Lender, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered
to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall,
and does hereby, indemnify and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses
(including the fees, charges and disbursements of any counsel for or the Administrative Agent) incurred by or asserted against or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender, as the case may be,
to deliver, or as a result of the inaccuracy, 

  
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inadequacy or deficiency of, any documentation required to be delivered by such Lender, as the case may be, or the Administrative Agent pursuant to subsection (e). A
certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this
clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all other Obligations. 
 (d) Evidence of Payments. As soon as practicable after any
payment of Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.1, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to
the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably
satisfactory to the Borrower or the Administrative Agent, as the case may be. 
 (e) Status of Lenders; Tax
Documentation. 
 (i) Each Lender shall deliver to the Borrower and to the Administrative Agent (or in the case of a
Participant, to the Lender from which the related participation shall have been purchased), at the time or times prescribed by applicable Laws or when reasonably requested by the Borrower or the Administrative Agent (or the applicable Lender, in the
case of a Participant), such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested documentation or information as will permit the Borrower or
the Administrative Agent (or the applicable Lender), as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or
deduction, and (C) such Lender’s (or Participant’s) entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or
otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in this subsection (e), the completion, execution and submission of such documentation
(other than such documentation set forth in clauses (e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to
any material unreimbursed cost or expense. 
 (ii) Without limiting the generality of the foregoing: 

  
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 (A) any Lender that is a U.S. Person shall deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 
 (B)
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party
(x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E
(or an applicable successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan
Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable successor form) establishing an exemption from, or reduction of,
U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(2) executed originals of IRS Form W-8ECI; 

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a
“10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable successor form);
or 
 (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form
W-8BEN-E (or an applicable successor form) a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or
Exhibit G-3, IRS Form 

  
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W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more
direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
G-4 on behalf of each such direct and indirect partner; 
 (C) any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction
in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made;
and 
 (D) if a Payment made to a Lender or the Administrative Agent under any Loan Document would be subject to U.S.
federal withholding Tax imposed by FATCA if such Lender or Administrative Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such Lender or Administrative Agent shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the
Administrative Agent to comply with their obligations under FATCA and to determine that such Lender or Administrative Agent has complied with such obligations of such Lender or Administrative Agent under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. If to any Lender’s knowledge, any form or certification it previously
delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(iii) Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which
would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such 

  
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Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any
jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender. 

(iv) Each Lender agrees that if, to its knowledge, any form or certification it previously delivered expires or becomes
obsolete or inaccurate in any respect, it shall update such form or promptly notify the Borrower or the Administrative Agent in writing of its legal inability to do so. 

(f) Treatment of Certain Refunds. Unless required by applicable Law, at no time shall the Administrative Agent have any
obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent
or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.
This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.
Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (f) the payment of which would place the
Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise
to such refund had never been paid. 
 (g) FATCA Grandfathering. For purposes of determining withholding Taxes imposed
under FATCA, from and after the effective date of this Agreement, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Borrowers and the Administrative Agent to treat) this Agreement and any Loans made
hereunder (including any outstanding Loans) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 

(h) Defined Terms. For purposes of this Section 3.1, the term “Lender” includes the
Swingline Lender and the L/C Issuer and the term “applicable Law” includes FATCA. 

  
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 3.2 Illegality. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or
charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and
(ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), either, at Borrower’s option,
either prepay or convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference
to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully
continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such
suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or
charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 

3.3 Inability to Determine Rates. 

(a) Unless and until a Replacement Rate is implemented in accordance with Section 3.3(b), if the
Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar
market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate
Loan or in connection with an existing or proposed Base Rate Loan, or (iii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a
determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative
Agent (upon the instruction of the Required Lenders) 

  
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revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be
deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 

(b) Alternative Rate of Interest. Notwithstanding anything to the contrary in Section 3.3(a)
above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 3.3(a)(i) or (a)(ii) have arisen and that
such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or
(iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement
identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent and
the Borrower may, to the extent practicable (as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market
practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan
Documents unless and until (A) an event described in Section 3.3(a)(i), (a)(ii), (b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders
(directly, or through the Administrative Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the
establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section 3.3(b). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation,
Section 10.1), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days
of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with
specificity the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (b), the Replacement Rate shall be applied in a manner
consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the
Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders). 

  
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 3.4 Increased Costs; Reserves on Eurodollar Rate Loans. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the L/C Issuer; 

(ii) subject any Lender to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its Loans, Commitments, Letter of
Credit Obligations or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than
Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of
the foregoing shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such
Eurodollar Rate Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as
the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or the L/C Issuer determines in good faith that any Change in Law affecting such
Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of
return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered. 

  
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 (c) Certificates for Reimbursement. A certificate of a Lender or the
L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together
with supporting documentation, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 15 days after
receipt thereof. 
 (d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand
compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a
Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 

3.5 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last
day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue
or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or 
 (c) any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; and 

(d) any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees
payable to terminate the deposits from which such funds were obtained. 
 For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the London
interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 

  
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 3.6 Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.4, or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to
Section 3.1, or if any Lender gives a notice pursuant to Section 3.2, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.1 or 3.4, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.2, as applicable, and (ii) in
each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. 

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.4, or if the
Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.1 or if any Lender has given notice pursuant to
Section 3.2 and, in each case, such Lender has not eliminated any such payments or the need for such notice by designating a different Lending Office in accordance with Section 3.6(a), the Borrower
may replace such Lender in accordance with Section 10.13. 
 3.7 Survival. All of the
Borrower’s obligations under this ARTICLE III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. 

ARTICLE IV 
 CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS 
 4.1 Conditions of Closing Date. The occurrence of the Closing Date is subject to
satisfaction or waiver of the following conditions precedent: 
 (a) The Administrative Agent’s receipt of the following
(which receipt may be by means of telecopy or other electronic transmission followed by originals), and which, in the case of the documents listed in clauses (iv) through (ix) of this Section 4.1(a), are each in
form and substance reasonably satisfactory to the Administrative Agent and, when applicable, properly executed by a Responsible Officer of the signing Loan Party: 

(i) executed counterparts of this Agreement; 

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Closing
Date (it being agreed that Borrower shall deliver any Notes requested after such time promptly after the Closing Date); 

(iii) an amended and restated guaranty and collateral agreement, in substantially the form of
Exhibit F (together with each other guaranty, collateral agreement and Joinder Agreement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”),
duly executed by each Loan Party, together with: 

  
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 (A) the certificates, if any, representing pledged Equity Interests (other
than to the extent constituting Excluded Assets) referred to therein that constitute certificated securities (within the meaning of Section 8-102(a)(4) of the UCC), accompanied by undated stock powers
executed in blank and the instruments, if any, evidencing items of pledged Indebtedness in a face amount in excess of $10,000,000 indorsed in blank; 

(B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the
Administrative Agent may reasonably deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement; 

(C) copies of UCC, federal and state tax and bankruptcy lien searches dated as of a recent date with respect to the Borrower
and each other Loan Party as of the Closing Date; and 
 (D) evidence that all other actions that the Administrative Agent
may deem necessary in order to perfect the Liens created under and contemplated by the Security Agreement and required under the Loan Documents to have been taken on or by the Closing Date have been taken (including receipt of duly executed payoff
letters and UCC-3 termination statements, if applicable), other than with respect to the matters contemplated in Section 6.12(c) and Section 6.19 and subject
to Section 6.12(b); 
 (iv) such certificates of resolutions or other action, incumbency
certificates and/or other customary certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and certifying that attached thereto is (A) the certificate of limited partnership or formation of such
party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation and (B) the limited partnership agreement, limited liability company agreement or other
governing document of such party as in effect on the Closing Date; 
 (v) such documents and certifications as the
Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (i) its jurisdiction of organization
and (ii) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect; 

  
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 (vi) a customary legal opinion of Paul Hastings LLP, counsel to the Loan
Parties addressed to the Administrative Agent and each Lender; 
 (vii) a certificate of a Responsible Officer of the
Borrower (a) certifying (A) that the conditions specified in Sections 4.2(a) and 4.2(b), mutatis mutandis, have been satisfied (or otherwise waived), (B) that, except as disclosed in the
Borrower’s filings with the SEC, there has been no event or circumstance since December 31, 2017, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) that
there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority in respect of the Facility or, except as disclosed in the Borrower’s
filings with the SEC, that could reasonably be expected to have a Material Adverse Effect; 
 (viii) (A) a certificate
attesting to the Solvency of the Loan Parties on a consolidated basis, after giving effect to the Transactions, from the Borrower’s chief financial officer and (B) a certificate attesting to the Solvency of PBF LLC and its Subsidiaries on
a consolidated basis, after giving effect to the consummation of the Transactions, from PBF LLC’s chief financial officer; 

(ix) evidence that all insurance (other than title insurance) required to be maintained pursuant to the Loan Documents has been
obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies (other than title insurance,
directors and officers insurance and workers compensation insurance) maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; 

(b) the Administrative Agent and the Joint Lead Arrangers shall be reasonably satisfied with (A) the pro forma capital and
ownership structure of the Borrower and its Restricted Subsidiaries and the equity holding arrangements and all agreements relating thereto and (B) the flow of funds in connection with the Closing Date; 

(c) executed counterparts of the reaffirmation of the PBF LLC Guaranty of Collection; 

(d) (i) all fees and expenses (to the extent such expenses have been invoiced at least two Business Day prior to the
Closing Date) required to be paid to the Administrative Agent and the Joint Lead Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been
paid; 

  
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 (e) the Administrative Agent and the Joint Lead Arrangers shall have
received, projections prepared by management of balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries, which will be quarterly until December 31, 2018, and annually thereafter through the end of
the fiscal year ending December 31, 2022; 
 (f) the Borrower shall have paid all fees, charges and disbursements of
counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two (2) Business Days prior to or on the Closing Date and to the extent required to be reimbursed hereunder;

 (g) the Administrative Agent shall have received, at least five (5) Business Days prior to the Closing Date, all
documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act to the extent requested
at least eight (8) Business Days prior to the Closing Date, and each Loan Party or Subsidiary thereof (other than, in any event, the Borrower or any other Loan Party that is a public company listed on one of the New York Stock Exchange, Nasdaq
or American Stock Exchange) that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in
relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Closing Date; 

(h) the Administrative Agent shall have received a duly completed and executed Perfection Certificate, in substance reasonably
satisfactory to the Administrative Agent; 
 (i) the Material Contracts shall be in full force and effect, and no default
described in Section 5.7(b) shall have occurred and be continuing thereunder; 
 (j) The
Administrative Agent shall have received life of loan flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing
whether or not such buildings are located in a special flood hazard area subject by federal regulation to mandatory flood insurance requirements. If any property is in a special flood hazard area, Borrower shall have also delivered an acknowledged
Borrower notice and a policy of flood insurance in compliance with Flood Insurance Laws; and 
 (k) The Administrative Agent
shall have received customary evidence that no amounts shall be due and owing under the Existing Credit Agreement to any Lender (as defined in the Existing Credit Agreement) which Lender will not have a Commitment hereunder (“Exiting
Lenders”). 
 Upon request upon or after the Closing Date, the Administrative Agent shall deliver to the Borrower and each Lender a
written confirmation stating that the Closing Date has occurred and the date thereof. 

  
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 Without limiting the generality of the provisions of the last paragraph of
Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the
proposed Closing Date specifying its objection thereto. 
 4.2 Conditions to All Credit Extensions. 

The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the
other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: 
 (a) The
representations and warranties of the Borrower and each other Loan Party contained in ARTICLE V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the date of such Credit Extension, except to
the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by
materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in
Sections 5.5(a) and (b) shall be deemed to refer to the most recent statements of Borrower and its Subsidiaries furnished pursuant to Sections 6.1(a) and (b), respectively. 

(b) (i) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the
application of the proceeds thereof, and (ii) after giving effect to such proposed Credit Extension, the Total Outstandings would not exceed the Aggregate Commitments. 

(c) The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request for Credit Extension in
accordance with the requirements hereof. 
 Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of
Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.2(a) and 4.2(b) have been
satisfied on and as of the date of the applicable Credit Extension. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Administrative Agent and the Lenders that: 

  
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 5.1 Existence, Qualification and Power. Each Relevant Party (a) is
(i) duly organized or formed, (ii) validly existing and (iii) as applicable, in good standing under the Laws of the jurisdiction of its organization or formation, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is
duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case
referred to in clause (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 

5.2 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to
which such Person is a party have been duly authorized by all necessary company, limited partnership or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents;
(b) conflict in any material respect with, or result in any material breach or contravention of, or the creation of any Lien ((1) in the case of the Closing Date, other than Liens created under the Loan Documents and (2) in all other
cases, other than any Permitted Lien) other than any Permitted Lien) under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such
Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law in any material respect.

 5.3 Governmental Authorization; Other Consents. Except (i) for the filing or recording of any deeds of trust,
mortgages, financing statements or other instruments necessary for the perfection of the security interests granted in the Collateral pursuant to the Collateral Documents and (ii) for the authorizations, approvals, actions, notices and filings
which have been duly obtained, taken, given or made and are in full force and effect, no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person that has
not been obtained or made is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of
the Liens granted by it pursuant to the Collateral Documents or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Permitted Liens). 

5.4 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly
executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan
Party that is party thereto in accordance with its terms, subject to the effect of any applicable Debtor Relief Laws and other laws affecting creditors’ rights generally, concepts of reasonableness and general equitable principles. 

  
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 5.5 Financial Statements; No Material Adverse Effect. 

(a) The Fiscal Year-End 2017 Financial Statement (i) was prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly presents the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) discloses, as and to the extent required by GAAP, the
indebtedness and other liabilities of the Borrower and its Subsidiaries as of the date thereof. 
 (b) The unaudited
consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2018, and the related consolidated statements of income or operations, partners’ capital and cash flows for the fiscal quarter ended on
that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments. 
 (c) The projections delivered pursuant to Section 4.1(e) were prepared in good
faith on the basis of the assumptions stated therein, which assumptions were believed to be fair by the Borrower in light of the conditions existing at the time of delivery of such projections, and represented, at the time of delivery, the
Borrower’s reasonable estimate of its future financial condition and performance, it being understood that actual results may differ from such forecast and such differences may be material. 

(d) Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has
had or could reasonably be expected to have a Material Adverse Effect. 
 5.6 Litigation. Except as set forth on
Schedule 5.6, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the
Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that either relates to the Loan Documents or has had or could reasonably be expected to have a Material Adverse Effect. 

5.7 Material Contracts; No Default. 

(a) Other than as set forth on Schedule 5.7, as of the Closing Date there are no Material Contracts to which any Loan
Party is a party. 
 (b) Except to the extent that any such default or termination both (i) could not reasonably be
expected to result in a failure to comply with Section 7.11 in any future period and (ii) could not reasonably be expected to have a Material Adverse Effect, no Loan Party is in default under any Material Contracts and
no Material Contract has terminated or expired other than at its stated term or in accordance with the terms thereof. 

  
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 5.8 Ownership of Property. 

(a) Each Loan Party has good title to, or valid leasehold interests in, or valid right to use and/or occupy, all Real Property
and Easements material to the ordinary conduct of its business subject to Permitted Liens, except for such defects in title that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

(b) Except to the extent that flood insurance complying with Section 6.18 hereof has been obtained
with respect thereto within the time period required thereunder, no building (defined as a structure with four walls and a roof) constituting Collateral that is located on any such Real Property or Easements is located in a special flood hazard area
as designated by any Governmental Authority. 
 (c) [Reserved]; 

(d) Schedule 5.8(d) sets forth a complete and accurate list of all Investments, other than Equity
Interests in other Relevant Parties and cash and Cash Equivalents, that are held by any Loan Party on the Closing Date, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof. 

(e) To the knowledge of the Borrower, the Pipeline Systems are located upon the Real Property owned or leased by or as to which
an Easement has been granted to, the applicable Relevant Parties (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so located, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect. 
 (f) To the knowledge of the Borrower, the Easements
and Real Property held or leased by the applicable Relevant Parties establish a contiguous and continuous right-of-way for the Pipeline Systems and the applicable
Relevant Parties and their respective successors and assigns possess the right to operate and maintain the Pipeline Systems in, over, under or across the land covered thereby in accordance with prudent industry practice, except where the failure of
such Easements and Real Property to so establish such right-of-way or so possess such rights, individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect. 
 (g) To the knowledge of the Borrower, the Pipeline Systems are located within the confines of
the Easements and the other Real Property held or leased by the Relevant Parties and do not encroach outside of the Easements and Real Property held or leased by the Relevant Parties upon any adjoining property in any way that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 (h) The Borrower and each of its Restricted
Subsidiaries owns or has sufficient rights to use all the patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how or other intellectual property rights necessary for the present
conduct of its businesses, in each case without any known conflict with the rights of others, except in each case where the failure to own or have such rights, or such conflict, as the case may be, could reasonably be expected to have a Material
Adverse Effect. 

  
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 5.9 Environmental Compliance. 

(a) The Loan Parties and their respective Restricted Subsidiaries are in compliance with existing Environmental Laws and no
claims alleging potential liability or responsibility for violation of any Environmental Law have been made against their respective businesses, operations and properties, except for such non-compliance with
Environmental Laws and claims that are not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. 

(b) Except for matters that are not reasonably expected to have a Material Adverse Effect: (i) none of the properties
currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party is listed or proposed for listing on the NPL or on the CERCLIS or any analogous state or local list or is adjacent to any such property; (ii) to
the knowledge of the Loan Parties (other than operating tanks present at the terminals or at other properties of the Loan Parties), there are no underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or
lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or, to the best of the knowledge of the Loan Parties, on any property formerly owned or operated by
any Loan Party; (iii) to the knowledge of the Loan Parties, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party; and (iv) Hazardous Materials have not been released, discharged
or disposed of by any Loan Party on any property currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party. 

This Section 5.9 contains the sole and exclusive representations and warranties of the Borrower with respect to any
environmental, health or safety matter, including any arising under Environmental Laws or relating to Hazardous Materials or Environmental Liabilities. 

5.10 Insurance. The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and
reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the
Borrower or the applicable Restricted Subsidiary operates. 
 5.11 Taxes. The Borrower is taxable as a partnership for
United States federal income tax purposes. The Borrower and its Subsidiaries have filed all material federal, state and other tax returns and reports required to be filed, and have paid all material federal, state and other taxes, assessments, fees
and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided to the extent required by GAAP. To the knowledge of the Borrower after due inquiry, there is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. No Loan
Party nor any Subsidiary thereof is a party to any tax sharing agreement except with other Relevant Parties or the non-payment of which could not reasonably be expected to result in a Material Adverse Effect.


  
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 5.12 ERISA Compliance. 

(a) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) each Pension Plan is in
compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, (ii) each Pension Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS
(or an application for such a letter is currently being processed by the IRS with respect thereto) or is maintained under a prototype document that has received a favorable opinion letter from the IRS and, to the best knowledge of the Borrower,
nothing has occurred which would prevent, or cause the loss of, such qualification, and (iii) the Borrower and each ERISA Affiliate have made all required contributions that are due and owing to each Plan subject to Section 412 of the
Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. 

(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Pension Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Pension
Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 
 (c) Except as could not
reasonably be likely to result in a Material Adverse Effect, (i) no ERISA Event has occurred or could reasonably be expected to occur; (ii) the Borrower and each ERISA Affiliate have met all applicable requirements under the Pension
Funding Rules in respect of each Pension Plan and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Pension Plan has been terminated by the plan administrator
thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any plan; and (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction involving any Pension Plan that could be subject to Section 4069 or 4212(c) of ERISA. 
 5.13
Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, (a) no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 5.13, each identified as either a Restricted Subsidiary or an Unrestricted Subsidiary, (b) all of the outstanding Equity Interests in any such Subsidiaries that are owned by any Loan Party have been validly
issued and are owned by the Loan Parties in the percentages specified on Part (a) of Schedule 5.13, free and clear of, in the case of any such Restricted Subsidiaries, all Liens except those created under the
Collateral Documents and inchoate tax Liens and (c) no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 or as held in a securities
account. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties as of the Closing Date, showing (as to each Loan Party) the jurisdiction of its organization, the
address of its principal place of business and its U.S. taxpayer identification number. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.1(a)(iv) is a true and correct
copy of each such document as of the Closing Date, each of which is valid and in full force and effect as of the Closing Date. 

  
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 5.14 Margin Regulations; Investment Company Act. 

(a) None of the proceeds of any Loans have been used (i) to purchase or carry margin stock (within the meaning of
Regulation U issued by the FRB) or (ii) in violation of Regulation U issued by the FRB. 
 (b) None of the Borrower or
any other Loan Party is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 

5.15 Disclosure. The financial statements, certificates, and other written information (other than third-party data and
information of a general nature made available in any electronic data room) furnished in writing by or on behalf of any Relevant Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby or delivered
hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished from time to time), taken as a whole, do not contain as of the date delivered (after giving effect to any such modification or
supplement) any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; provided that,
with respect to projected financial information, projected operations of assets and general economic or industry information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time of preparation (it being understood that such forecasts are estimates and are subject to significant uncertainties and contingencies, and that actual results during the period or periods covered by any such forecasts may
differ significantly from the projected results and such differences may be material). As of the Closing Date, to the Borrower’s knowledge, all of the information included in the Beneficial Ownership Certification, if applicable, is true and
correct. 
 5.16 Compliance with Laws. Each Relevant Party is in compliance with the requirements of all Laws (including
in respect of the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated by the FERC) and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. 
 5.17 Solvency. The Borrower and its Restricted Subsidiaries, on a
consolidated basis are Solvent. 
 5.18 Casualty, Etc. Neither the businesses nor the properties of the Loan Parties are
affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect. The Borrower and its Restricted Subsidiaries are not engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.


  
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There is (i) no strike, labor dispute, slowdown or stoppage pending against the Borrower or any Restricted Subsidiary or, to the knowledge of the Borrower and each Restricted Subsidiary,
threatened against the Borrower or any Restricted Subsidiary and (ii) to the knowledge of the Borrower and each Restricted Subsidiary, no union representation proceeding is pending with respect to the employees of the Borrower or any Restricted
Subsidiary and no union organizing activities are taking place, except (with respect to any matter specified in clause (i) or (ii) above, either individually or in the aggregate) such as could not reasonably be expected to
have a Material Adverse Effect. 
 5.19 Collateral Documents. Except as expressly contemplated by the Collateral
Documents, the provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to any Permitted Liens which would
have priority over the Liens securing the Obligations) on all right, title and interest of the respective Loan Parties in the Collateral described therein. 

5.20 State and Federal Regulation. In order to comply with the Interstate Commerce Act, the Energy Policy Act, and
regulations promulgated by the FERC to implement those statutes, each Relevant Party, to the extent required, has on file with the FERC tariffs that govern transportation on the Pipeline Systems, except (i) any FERC Jurisdictional Requirement
that has been ordered or imposed but for which the time period for compliance therewith has not expired, or any FERC Jurisdictional Requirement that has not yet been ordered, imposed or waived or (ii) to the extent that the failure to do so
could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, none of the Relevant Parties or any other Person that now owns an interest in any of the Pipeline Systems has been within the past three (3) years
or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the
knowledge of the Relevant Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Relevant Party, or could reasonably be expected to result in, a Material
Adverse Effect. 
 5.21 Sanctions; Anti-Terrorism Laws; Anti-Corruption Laws. 

(a) No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its controlled Affiliates and
none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or controlled Affiliate (i) has violated or is in violation of Anti-Terrorism Laws or Anti-Corruption Laws or (ii) has engaged or engages in
any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in the “Forty Recommendations” and “Nine Special Recommendations”
published by the Organisation for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering. 

(b) No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its controlled Affiliates and
none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate that is acting or benefiting in any capacity in connection with the Loans is a Sanctioned Person. 

  
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 (c) No Loan Party, none of its Subsidiaries and, to the knowledge of each
Loan Party, none of its controlled Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate acting or benefiting in any capacity in connection with the Loans (i) conducts
any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property
blocked pursuant to any Anti-Terrorism Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law or Anti- Corruption Law. 
 For purposes of determining whether or not a representation is true under this Section 5.21, no Loan
Party shall be required to make any investigation into the identity of any owner or controlling Persons of any party, including, without limitation, any investigation into (i) ownership of publicly traded stock or other publicly traded
securities or (ii) the beneficial ownership of any collective investment funds. 
 5.22 EEA Financial Institutions.
No Loan Party is an EEA Financial Institution. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than (A) contingent indemnification, expense reimbursement or yield protection obligations and (B) obligations and liabilities under
Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made ) shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.1, 6.2, 6.3 and 6.11) cause each Restricted Subsidiary to: 

6.1 Financial Statements. Deliver to the Administrative Agent (which shall furnish such financial statements and
information to the Lenders): 
 (a) by the date required to be delivered to the SEC (or such date as may be extended by the
SEC), but in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of operations,
changes in partners’ equity and cash flows for such fiscal year, and to the extent required to be delivered to the SEC, setting forth in each case in comparative form the figures for the previous fiscal year (it being understood that a
reconciliation shall be provided pursuant to Section 6.2(a) to the extent there are any Unrestricted Subsidiaries), all (except with respect to such reconciliation) 

  
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prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or an independent certified public accountant of nationally recognized
standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the
scope of such audit (other than to the extent any such qualification or exception results from (i) a potential inability to satisfy any indebtedness (including indebtedness hereunder) or other obligations that will be due and payable as a
result of a current debt maturity or (ii) a breach or anticipated breach of the financial covenants set forth in Section 7.11); 

(b) beginning with the fiscal quarter ending June 30, 2018, by the date required to be delivered to the SEC (or such date
as may be extended by the SEC), but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such
fiscal quarter, and the related consolidated statement of operations for such fiscal quarter and the related consolidated statements of operations and cash flow for the portion of the Borrower’s fiscal year then ended, and to the extent
required to be delivered to the SEC, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year (it being understood that a
reconciliation shall be provided pursuant to Section 6.2(a) to the extent there are any Unrestricted Subsidiaries) certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of
operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; 

(c) within 45 days after the end of each fiscal year of the Borrower, an annual budget of the Borrower and its Restricted
Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of projected debt balances, statements of operations and capital expenditure budget of the Borrower and its Restricted Subsidiaries on a quarterly
basis for the immediately following fiscal year and in form, scope and detail substantially similar to the annual business plan and budget delivered to the General Partner (with the exception that the materials delivered under this
Section 6.1(c) shall be presented on a quarterly basis). 
 Notwithstanding anything herein to the contrary, as to
any information contained in public filings (such as in annual, regular, periodic or special reports, proxies, registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, or with any national securities exchange, or financial statements or other reports or communications sent to public investors in the Borrower generally) (collectively, a “Public Filing”), the Borrower shall not
be separately required to furnish such information under Section 6.1(a) or 6.1(b) above (it being agreed that the certification of a Responsible Officer required under Section 6.1(b) shall
not be required to be delivered to the extent the related financials are contained in any such applicable public filing (it being agreed and understood that, for purposes hereof, such certification shall be deemed made by such Public Filing)). 

  
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 6.2 Certificates; Other Information. Deliver to the Administrative
Agent (which shall furnish such certificates and information to the Lenders): 
 (a) (i) concurrently with the delivery
of the financial statements referred to in Sections 6.1(a) and (b), (A) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which such Compliance Certificate shall, to the
extent there are any Unrestricted Subsidiaries, contain a reconciliation of the financial definitions therein to include the accounts of Unrestricted Subsidiaries; provided, however, such reconciliation shall only be to the extent
necessary to calculate the financial covenants set forth in Section 7.11 with respect to the Borrower and its Restricted Subsidiaries) and (B) a management discussion and analysis required for filings with the SEC and
(ii) concurrently with the delivery of the financial statements referred to in Section 6.1(a), an updated Perfection Certificate; 

(b) promptly after any request by the Administrative Agent, or any Lender through the Administrative Agent, copies of any
detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan
Party or any audit of any of them; 
 (c) to the extent not otherwise disclosed in a current report to the SEC on Form 8-K, promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of loans, notes or debt securities in excess of the Threshold Amount of any Loan Party pursuant to the
terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.1 or any other clause of this Section 6.2; 

(d) promptly, and in any event within five Business Days after receipt thereof by any Loan Party, copies of each notice or
other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational
results of any Loan Party to the extent such investigation or inquiry could reasonably be expected to have a Material Adverse Effect; 

(e) to the extent not otherwise disclosed in a current report to the SEC on Form 8-K,
promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Relevant Party with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material
Adverse Effect; 
 (f) promptly, such additional information regarding the business, financial, legal or corporate affairs of
any Relevant Party (including summaries of insurance coverage), or compliance with the terms of the Loan Documents, as the Administrative Agent, or the Required Lenders through the Administrative Agent, may from time to time reasonably request;
provided, however, under no circumstances shall the Borrower or Subsidiary be required to deliver or disclose (i) any confidential information in respect of which the Borrower or Subsidiary is restricted from disclosing such
information under a binding contractual obligation (provided that the Borrower shall disclose to the extent practicable and permissible that information is being withheld pursuant to this clause (i)) or (ii) any information subject to
attorney-client privilege or that otherwise constitutes attorney work product pursuant to the written advice of counsel; and 

  
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 (g) within thirty (30) days (or such later date as the Administrative
Agent may agree in its sole discretion) after consummation of a Material Permitted Acquisition, deliver an updated Perfection Certificate to the Administrative Agent and the Lenders, in substance reasonably satisfactory to the Administrative Agent.

 Documents required to be delivered (a) pursuant to Section 6.1(a), 6.1(b) or 6.2(a)(i)(B)
(to the extent any such documents are not delivered pursuant to a Public Filing) shall be delivered to the Administrative Agent by email or electronically (as set forth in clause (b)) within the time periods set forth in Sections
6.1(a), 6.1(b) or 6.2(a)(i)(B), as applicable, and if so delivered, shall be deemed to have been delivered to the Administrative Agent on the date of such email or posting (it being agreed and understood that Borrower shall not be
required to deliver such Documents to the Lenders) and (b) pursuant to Section 6.1(a), 6.1(b) or 6.2(a)(i)(B) (to the extent any such documents are not delivered pursuant to a Public Filing),
Section 6.1(c) or 6.2 (other than Section 6.2(a)(i)(B)) shall be delivered to the Administrative Agent and the Lenders electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower emails such documents to the Administrative Agent or the Lenders, as applicable, or posts such documents or provides a link thereto on the Borrower’s website on the Internet at the website
address listed on Schedule 10.2; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, in the case of clause (b): (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or
any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each
Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein,
upon the request of the Administrative Agent, the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.2(a) to the Administrative Agent. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such
request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

The Borrower hereby acknowledges that (a) the Administrative Agent and/or WFS will make available to the Lenders, the Swingline Lender
and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the
Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Subject to the last sentence of this
Section 6.2, the Borrower hereby agrees that it may identify that 

  
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portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which,
at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, WFS,
the Swingline Lender, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the
Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in
Section 10.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative
Agent and WFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing,
the Borrower shall be under no Obligation to mark any Borrower Materials “PUBLIC” and unless otherwise advised by the Borrower, any Borrower Materials shall only be posted on the portion of the Platform not designated “Public Side
Information”. 
 6.3 Notices. Promptly (or, in the case of clause (h), as soon as reasonably practicable) notify
the Administrative Agent (which shall furnish such notice and information to the Lenders) upon any Responsible Officer obtaining knowledge of: 

(a) the occurrence of any Default; 

(b) any matter that has resulted in a Material Adverse Effect; 

(c) to the extent not otherwise disclosed in a current report to the SEC on Form 8-K,
the occurrence of any ERISA Event; 
 (d) [Reserved]; 

(e) the (i) occurrence of any Asset Sale for which the Borrower is required to make a mandatory prepayment (or permitted
to reinvest) pursuant to Section 2.4(b)(i) and (ii) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment (or permitted to reinvest) pursuant to
Section 2.4(b)(i); 
 (f) to the extent not otherwise disclosed in a current report to the SEC on
Form 8-K, any notice, summons, citation, proceeding or order received from the FERC or any State Pipeline Regulatory Agency or any other Governmental Authority concerning the regulation of any material portion
of the Pipeline Systems, in each case to the extent that such notice, summons, citation, proceeding or order could reasonably be expected to result in a Material Adverse Effect; 

(g) to the extent not otherwise disclosed in a current report to the SEC on Form 8-K,
of any threatened or actual litigation against a Relevant Party involving amounts in dispute in excess of the Threshold Amount to the extent such litigation has resulted or could reasonably be expected to result in a Default under
Section 8.1(h); or 

  
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 (h) to the extent not otherwise disclosed in a current report to the SEC on
Form 8-K , of any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by
insurance) with respect to assets or the business of the Relevant Parties that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (provided, however, notice pursuant to this
Section 6.3(h) may be telephonic, provided, further, that written notice shall be delivered as soon as practicable afterwards). 

Each notice pursuant to Section 6.3(a) and Section 6.3(b) shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.3(a) shall describe with particularity the provisions of this Agreement and any other Loan Document that have been breached. 

6.4 Payment of Taxes. Pay and discharge as the same shall become due and payable all its material tax liabilities,
assessments and governmental charges or levies upon it or its properties or assets, as and when due and payable, unless (A) such obligation, liability, assessment or charge is being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower and each applicable Restricted Subsidiary, as applicable or (B) the failure to make such payment could not reasonably be expected to have a Material
Adverse Effect. 
 6.5 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect
its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.4 or 7.5; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect and (c) preserve or renew
all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 

6.6 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment
(including, without limitation, all material properties and equipment included in the Pipeline Systems) necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty and transactions permitted
under Sections 7.4 or 7.5 excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (c) use
the standard of care typical in the midstream industry in the operation and maintenance of its facilities, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (d) maintain or cause the
maintenance of the Easements for the Pipeline Systems and the other Real Property associated therewith, which individually and in the aggregate, could, if not maintained, reasonably be expected to have a Material Adverse Effect; (e) maintain
such rights of ingress and egress necessary to permit the applicable Loan Parties to inspect, operate, repair and maintain the Pipeline Systems, the Easements and the other Real Property associated therewith to the extent that the failure to
maintain such rights, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and provided that the applicable Loan Parties may hire third parties to 

  
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perform these functions; and (f) maintain all material agreements, licenses, permits and other rights required for any of the foregoing described in clauses (d), (e) and
(f) of this Section 6.6 in full force and effect in accordance with their terms, timely make any payments due thereunder, and prevent any default thereunder that could result in a termination or loss thereof,
except any such failure to maintain, pay or default that could not reasonably, individually or in the aggregate, be expected to cause a Material Adverse Effect. 

6.7 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the
Borrower (other than a captive insurance company, which shall be permissible insurers hereunder), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or
similar business (including business interruption insurance) of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing, in the case of insurance in which Administrative Agent will be
named additional insured or lender loss payee (which, for the avoidance of doubt, shall exclude title insurance, directors and officers insurance and workers compensation insurance) (for so long as such provision is commercially available,
provided that, if not so available, the Borrower has promptly notified Administrative Agent) thirty (30) days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance (or in the case of
nonpayment, the Borrower has used commercially reasonable efforts to include thirty (30) days’ prior notice, but in any case, such insurance contains provisions requires at least ten (10) days’ prior notice). 

6.8 Compliance with Laws; Beneficial Ownership Regulation. Comply in all material respects with the
requirements of all Laws (including without limitation, the Interstate Commerce Act, the Energy Policy Act, regulations promulgated by the FERC, rules, regulations and orders of any State Pipeline Regulatory Agency, anti-money laundering laws, Anti-
Corruption Laws, Anti-Terrorism Laws and OFAC regulations) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. The Borrower shall notify the Administrative
Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a material change to the list of beneficial owners identified therein and promptly upon the reasonable request of the Administrative Agent
or any Lender, provide the Administrative Agent or such Lender, as the case may be, any information or documentation reasonably requested by it for purposes of complying with the Beneficial Ownership Regulation. 

6.9 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be; and (b) maintain such books of record and
account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Restricted Subsidiary, as the case may be. 

  
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 6.10 Inspection Rights. Permit representatives and independent
contractors of the Administrative Agent (or, when an Event of Default exists, the Administrative Agent and one Lender selected by the Required Lenders) to visit and inspect any of its properties once per calendar year, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (provided that Borrower will be afforded a
reasonable opportunity to be present during such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the
Borrower; provided, however, that when an Event of Default exists the Administrative Agent and one Lender selected by the Required Lenders (or any of their respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business hours and as many times during any calendar year as the Administrative Agent or such Lender shall request with reasonable advance written notice to the Borrower;
provided, however, under no circumstances shall the Borrower or Subsidiary be required to deliver or disclose any information subject to attorney-client privilege or that otherwise constitutes attorney work product pursuant to the
written advice of counsel. 
 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for the payment of fees,
commissions and expenses incurred in connection with this Agreement, working capital (including the issuance of Letters of Credit), acquisitions, capital expenditures, distributions and other general business purposes of the Borrower and its
Subsidiaries not in contravention of any Law or prohibited by any Loan Document. 
 6.12 Additional Subsidiaries; Additional
Security. 
 (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than an
Excluded Subsidiary) by any Relevant Party, then the Borrower shall, at the Borrower’s expense: 
 (i) within thirty
(30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Subsidiary), cause such Restricted Subsidiary to duly
execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Borrower’s
obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property (other than Excluded Assets) of the types
covered by the Security Agreement; 
 (ii) within thirty (30) days (or such longer period as permitted by the
Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority
perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and 

  
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 (iii) within thirty (30) days (or such longer period as permitted by
the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a
customary opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. 

(b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and
documents and take all such other action, consistent with the Loan Documents, as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided
that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts,
commodity accounts or uncertificated securities, (ii) take any action with respect to assets located outside of the United States or with respect to assets that require action under the laws of a jurisdiction other than the United States to
create or perfect a security interest in such assets, including, without limitation, making any filings in any jurisdiction outside of the United States, in respect of any patents, trademarks, copyrights or patent, trademark or copyright
licenses (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the United States), (iii) make any filings in the United States Copyright office in respect of
immaterial copyrights or copyright licenses, (iv) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds
$10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower, (v) except for control agreements with respect to deposit accounts (other than Excluded Accounts) or as provided in
clause (iv) above, take any action to cause the Administrative Agent to have “control” of any Collateral, (vi) take any action with respect to assets where the cost of obtaining or perfecting a security interest therein
exceeds the practical benefit to the Lenders afforded thereby, in each case, as reasonably determined by the Administrative Agent and the Borrower and identified by the Administrative Agent to the Borrower in a written notice referencing this
Section, (vii) obtain any consent of any Governmental Authority (including, without limitation, comply in any respect with the Federal Assignment of Claims Act or similar statute) in order to obtain or perfect any security interest or
(viii) obtain any landlord estoppels and consents, landlord waivers or other bailee waivers except with respect to Real Property leased from a member of the PBF Energy Company Group. 

(c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Subsidiary) acquires, or to the
extent that any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements (in the case of leased Real Property, only if leased
from the PBF Energy Company Group) (other than Excluded Assets), that (i) individually or (ii) in the case of Pipeline Systems, one or more interests in Real Property or Easements that are part of the same Pipeline Systems, that
collectively, in each case, exceed a fair market value (as reasonably determined by the Borrower) of $7,500,000, promptly, and in 

  
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any event within ninety (90) days of the relevant acquisition or formation of Real Property or Easements (or such longer period as permitted by the Administrative Agent in its sole
discretion, it being understood that such ninety (90) day period shall be extended to the extent necessary to permit compliance with Section 6.18), execute and deliver any and all instruments and documents necessary to
grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties and take such other actions as the Administrative Agent may reasonably deem necessary in order to perfect, protect and preserve such Liens required herein.
With respect to any such owned and leased Real Property or Easements, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, deliver such other information, instruments and documents (including,
without limitation, customary opinions of counsel and in the case of Real Property other than Real Property relating to pipelines and related Easements, lenders title policies, surveys, zoning reports and existing engineering and environmental
assessment reports) as the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12, each in scope, amount, form and substance
reasonably satisfactory to the Administrative Agent. 
 (d) Notwithstanding the foregoing, the assets required to be pledged
to the Administrative Agent under this Section or under any other Loan Document shall not include Excluded Assets. 
 (e)
Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary and (2) no Foreign Subsidiary shall be
required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier Foreign
Subsidiary representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier Foreign Subsidiary’s Equity Interests not constituting Voting Stock, except that any such Equity
Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this
Section 6.12(e). 
 6.13 Compliance with Environmental Laws. To the extent that failure to do
any of the following could reasonably be expected to have a Material Adverse Effect: comply with all applicable Environmental Laws and Environmental Permits, obtain and renew all Environmental Permits necessary for its operations and properties, and
conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with and to the extent required
by the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Restricted Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that
its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances to the extent required by GAAP. 

  
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 6.14 Further Assurances. Upon reasonable request by (a) the
Administrative Agent, or the Required Lenders through the Administrative Agent, consistent with the Loan Documents, correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or
recordation thereof, but subject to the proviso to Section 6.12(b), and (b) the Administrative Agent, or the Required Lenders through the Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments
as the Administrative Agent, or the Required Lenders through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent
permitted by applicable Law, subject any Loan Party’s properties, assets, rights or interests (other than Excluded Assets) to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain
the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured
Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party is or is to be a party, and
cause each of its Restricted Subsidiaries to do so. 
 6.15 Compliance with Terms of Leaseholds. Make all payments and
otherwise perform all obligations in respect of all leases of Real Property and Easements to which the Borrower or any of its Restricted Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be
terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any material default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such
material default, and cause each of its Restricted Subsidiaries to do so, except, in each case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

6.16 Material Contracts. Perform and observe in all material respects all of the terms and provisions of each Material
Contract to be performed or observed by it within any grace period applicable thereto and, in accordance with prudent business practices, enforce its rights under each such Material Contract, except, in any case, where the failure to do so, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 
 6.17 Unrestricted
Subsidiaries. 
 (a) The Borrower may at any time designate, by a certificate executed by a Responsible Officer of
the Borrower, any Restricted Subsidiary as an Unrestricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) the Borrower is in compliance on
a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial
statements have been delivered pursuant to Section 6.1(a) or (b), and (iii) at all times after giving effect to such designation, such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Borrower or any Restricted Subsidiary and (v) no Subsidiary may be designated as an
Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness of the Borrower or its Restricted 

  
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Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the
date of designation in an amount equal to the fair market value of all such Person’s outstanding Investment therein. 

(b) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary on the property of such Unrestricted
Subsidiary then subject to any Liens, and such designation will only be permitted if (i) such Indebtedness is permitted under Section 7.2 and such Liens are permitted under Section 7.1,
(ii) no Event of Default would be in existence immediately following such designation, (iii) all representations and warranties herein with respect to such designated Subsidiary will be true and correct in all material respects as if
remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Borrower
is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which
financial statements have been delivered pursuant to Section 6.1(a) or (b) and (v) such Subsidiary becomes a Loan Party to the extent required by Section 6.12. 

6.18 Flood Insurance Laws. To the extent any Real Property that is required to be mortgaged pursuant to the Loan Documents
is subject to the provisions of the Flood Insurance Laws (as defined below), at the written request of the Administrative Agent (a) (i) concurrently with the delivery of any Mortgage in favor of the Administrative Agent in connection therewith,
and (ii) at any other time if necessary for compliance with applicable Flood Insurance Laws, provide the Administrative Agent with a standard flood hazard determination form for such Mortgaged Property and (b) if any building that is
required to be mortgaged pursuant to the Loan Documents is located in an area designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), promptly obtain
flood insurance in such reasonable total amount as the Administrative Agent may from time to time reasonably require, and otherwise to ensure compliance with the Flood Insurance Laws (and, in any event, in an amount not less than that required by
the Flood Insurance Laws); provided that, in the event the Loan Parties reasonably object in good faith to any material flood insurance term required for flood insurance in respect of any such building by the Administrative Agent, then the Loan
Parties shall obtain such flood insurance no later than the date that is ninety (90) days from the date the Administrative Agent notifies the Loan Parties of such flood insurance requirement (or such longer period as permitted by the
Administrative Agent in its sole discretion) (the date that such insurance is obtained, the “Flood Insurance Placement Date”). In addition, to the extent the Borrower and the Loan Parties fail to obtain or maintain satisfactory
flood insurance required pursuant to the preceding sentence with respect to any Mortgaged Property, the Administrative Agent shall be permitted, in its sole discretion, to obtain forced placed insurance at the Borrower’s expense to ensure
compliance with any applicable Flood Insurance Laws. Notwithstanding anything to the contrary, to the extent any Mortgaged Property is subject to the provisions of the Flood Insurance Laws, the Administrative Agent shall provide the Lenders prior to
the execution of a Mortgage relative to such Mortgaged 

  
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Property with a standard life of loan flood hazard determination form for such Mortgaged Property, and, if such Mortgaged Property is in a special flood hazard area, an acknowledged Borrower
notice and a policy of flood insurance in compliance with Flood Insurance Laws. To the extent any Mortgaged Property is subject to the provisions of the Flood Insurance Laws, upon the earlier of (i) twenty (20) Business Days from the date the
information required by the immediately preceding sentence is provided to the Lenders and (ii) notice from each Lender that such Lender has completed all necessary diligence, the Administrative Agent may permit execution and delivery of the
applicable Mortgage in favor of the Administrative Agent; provided, that in no event shall the Administrative Agent permit execution and delivery of the applicable Mortgage in favor of the Administrative Agent prior to the Flood Insurance Placement
Date, if applicable. For the purposes hereof, “Flood Insurance Laws” shall mean, collectively (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood
Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood
Insurance Reform Act of 2004 and the Biggert-Waters Flood Insurance Reform Act of 2012, as now or hereafter in effect or any successor statute thereto, in each case, together with all statutory and regulatory provisions consolidating, amending,
replacing, supplementing, implementing or interpreting any of the foregoing, as amended or modified from time to time. 
 6.19
Post-Closing Matters. Within sixty (60) days of the Closing Date or such later date determined by the Administrative Agent in its sole discretion, and subject to the requirements and exclusions set forth in
Section 6.12(c), the Borrower shall deliver to the Administrative Agent: 
 (a) with respect to
each Mortgaged Property described on Schedule 6.19(a): 
 (i) such deeds of trust, trust deeds, mortgages, amendments,
amendments and restatements or other modifications as the Administrative Agent may reasonably request, in each case, (the “Mortgage Modifications”), duly executed, acknowledged and delivered by the appropriate Loan Parties for
recording in the recording office of each jurisdiction where the applicable Mortgaged Property is situated and in a form reasonably acceptable to the Administrative Agent; 

(ii) a customary favorable opinion of one or more counsels to the Loan Parties with respect to each applicable Mortgage
Modification, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent in connection with the satisfaction of the requirements set forth in
Section 6.19(a)(i) above; 
 (iii) to the extent such Mortgaged Property is the subject of a
Mortgage Policy, a mortgage modification endorsement with respect to the applicable Mortgage Modification, executed by a title company reasonably satisfactory to the Administrative Agent, in form and substance reasonably satisfactory to the
Administrative Agent, insuring that the validity, enforceability and priority of the applicable Mortgage as modified by such Mortgage Modification, and the effectiveness of such title policy, shall remain unchanged following recordation of the
related modification contemplated by Section 6.19(a)(i) above; 

  
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 (b) with respect to each Mortgaged Property described on Schedule
6.19(b): 
 (i) Mortgages covering such Mortgaged Property, duly executed, acknowledged and delivered by the appropriate
Loan Parties for recording in the recording office of each jurisdiction where the applicable Mortgaged Property is situated and in a form reasonably acceptable to the Administrative Agent; 

(ii) a customary favorable opinion of one or more counsels to the Loan Parties with respect to each such Mortgage, addressed to
the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent in connection with the satisfaction of the requirements set forth in
Section 6.19(b)(i) above; 
 (iii) other than with respect to Real Property (x) relating
to pipelines and related Easements or (y) described on Schedule 6.19(a), (A) a Mortgage Policy and (B) American Land Title Association/National Society of Professional Surveyors form plat of survey or such other form plat of
survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policy pertaining to such Mortgaged Property in a
manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the State in which the Mortgaged Property is located and reasonably acceptable to the Administrative Agent; 

(iv) as to any such Real Property (other than with respect to Real Property relating to pipelines and related Easements) that
is leased from the PBF Energy Company Group, a (A) copy of the ground lease between the lessor and the applicable Loan Party, including all amendments thereto, (B) an estoppel certificate, (C) a consent to the Mortgage encumbering the
leasehold interest in such Mortgaged Property, in each case executed by the lessor of such Mortgaged Property, in form and substance reasonably acceptable to the Administrative Agent; 

(v) if required under the law of the State in which the Mortgaged Property is located in order to perfect a security interest
in fixtures, a UCC fixture filing naming the applicable Loan Party as debtor, filed in the applicable land records; and 

(vi) flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as
structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject by federal regulation to mandatory flood insurance requirements. 

  
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 ARTICLE VII 

NEGATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than (A) contingent indemnification, expense reimbursement or yield protection obligations and (B) obligations and liabilities under
Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) shall remain unpaid or unsatisfied, or any Letter of Credit (other than
Letters of Credit that have been Cash Collateralized or as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made) shall remain outstanding, the Borrower shall not, nor shall it permit any
Restricted Subsidiary to (it being agreed and understood that the term “Guarantor” as used in this ARTICLE VII shall exclude PBF LLC): 

7.1 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now
owned or hereafter acquired, other than the following (collectively, the “Permitted Liens”): 
 (a) Liens
pursuant to any Loan Document; 
 (b) Liens for taxes not yet delinquent or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required by GAAP; 

(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, vendor’s, landlords’
and other like Liens arising in the ordinary course of business, securing obligations which are not past due for more than ninety (90) days after the date on which such obligations became due, unless being contested in good faith by appropriate
proceedings and for which any reserves required by GAAP are maintained; 
 (d) pledges or deposits in the ordinary course of
business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

(e) pledges or deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness for borrowed
money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(f) easements, rights-of-way, restrictions
(including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar encumbrances, and title deficiencies on or with respect to any Real Property, any Easements or any Pipeline Systems which, in the aggregate, do not
materially and adversely affect the value of the property subject thereto, materially interfere with the ordinary conduct of the business of the applicable Person, or individually or in the aggregate, have a Material Adverse Effect (for purposes
hereof, title deficiencies shall be deemed to include, but are not limited to, defects in the chain of title, terms, conditions, exceptions, limitations, easements, servitudes, permits, surface leases and


  
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other similar rights in respect of surface operations, flood control, air rights, water rights, rights of others with respect to navigable waters, sewage and drainage rights and easements for
pipelines, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way on, over or in respect of any of the properties of the Borrower
or any of its Subsidiaries that are customarily granted in the midstream industry); 
 (g) Liens securing judgments for the
payment of money not constituting an Event of Default under Section 8.1(h); 
 (h) Liens (and
financing statements associated therewith) securing Indebtedness permitted under Section 7.2(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such
Indebtedness, improvements and accessions to such property, insurance for such property, and the proceeds of the foregoing, and (ii) the principal amount of the Indebtedness secured thereby does not exceed the costs of acquiring such property
(including fees, costs and expenses related to such acquisition) except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of
equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; 
 (i)
rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of Law, to revoke or terminate any such right, power, franchise, grant, license or permit or to
condemn or acquire by eminent domain or similar process; 
 (j) rights reserved to or vested by Law in any Governmental
Authority to in any manner, control or regulate in any manner any of the properties of the Borrower or any of its Restricted Subsidiaries or the use thereof or the rights and interest of the Borrower or any of its Restricted Subsidiaries therein, in
any manner and under any and all Laws; 
 (k) licenses, sublicenses or cross-licenses of intellectual property granted in the
ordinary course of business; 
 (l) Liens on property of a Person existing at the time such Person is merged into or
consolidated with the Borrower or any Restricted Subsidiary of the Borrower or becomes a Restricted Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not
extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Restricted Subsidiary or acquired by the Borrower or such Restricted Subsidiary improvements and accession thereto, insurance thereon and the
proceeds thereof, and the applicable Indebtedness secured by such Lien is permitted under Section 7.2(h); 

(m) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies, or under general depositary, broker, clearing-house or intermediary agreements, and burdening only deposit accounts or other funds and assets maintained with a creditor
depository, brokerage, clearing-house or intermediary institution; 

  
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 (n) any interest or title of a lessor under any lease entered into by the
Borrower or any Restricted Subsidiary in the ordinary course of its business covering only the assets so leased; 
 (o) Liens
securing Indebtedness permitted under Section 7.2(g); provided that such Liens cover only (i) unearned premiums or dividends, (ii) loss payments which reduce the unearned premiums, subject however, to the
interests of the Administrative Agent as mortgagee or loss payee and (iii) any interest in any state guarantee fund relating to any financed policy; 

(p) Liens existing on the Closing Date (or, if later, the date on which the Borrower or a Subsidiary acquires the relevant
asset) that are recorded in the relevant public real estate records and any renewals or extensions thereof; provided that, the Borrower shall use commercially reasonable efforts to remove from the record (or, if acceptable to the
Administrative Agent, cause the title insurance company to insure over) any such Lien (other than Easements) that can be removed using commercially reasonable efforts (to the extent not otherwise a Permitted Lien) at the Administrative Agent’s
request; 
 (q) with respect to any Mortgaged Property, matters disclosed in any final lender’s title insurance policy
with respect to such Mortgaged Property that has been issued and delivered in accordance with Section 6.12 or Section 6.19 or issued and delivered under the Loan Documents prior to the Closing
Date; 
 (r) easements, rights-of-way,
restrictions, covenants, servitudes, permits, licenses, encroachments, protrusions and other similar encumbrances on or rights with respect to any of the properties of the Borrower or any of its Subsidiaries that are granted in favor of any
Affiliate of the Borrower in connection with the Original Transactions and the Transactions; 
 (s) other Liens securing
Indebtedness and/or other obligations in an aggregate amount not exceeding the greater of (x) $50,000,000 at any time outstanding and (y) 10% of Consolidated Tangible Assets at the time of incurrence thereof on a pro forma basis; 

(t) Liens (i) (A) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Section 7.3 to be applied against the purchase price for such Investment and (B) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a
transaction permitted under Section 7.5, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien;
and (ii) on cash earnest money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder, in each case of clauses (i) and (ii) on customary terms; 

(u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods
entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business not prohibited by this Agreement; 

  
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 (v) any restrictions on any Equity Interests or other joint venture
interests of the Borrower or any Restricted Subsidiary providing for a breach, termination or default under any owners, participation, shared facility, joint venture, stockholder, membership, limited liability company or partnership agreement
between such Person and one or more other holders of such Equity Interests or interest of such Person, if a security interest or other Lien is created on such Equity Interests or interest as a result thereof and other similar Liens; 

(w) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business securing payment of amounts not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP; 
 (x) Liens arising from precautionary
Uniform Commercial Code financing statement or similar filings made in respect of operating leases and other contractual arrangements entered into in the ordinary course of business that describe only the property subject to such operating lease or
contractual arrangement; 
 (y) Liens existing on property of a Loan Party or a Restricted Subsidiary on the Closing Date and
set forth on Schedule 7.1 securing Indebtedness or other obligations permitted under Section 7.2, including replacement Liens thereof; and 

(z) Liens consisting of cash collateral for letters of credit permitted under Section 7.2(q), in each
case, not to exceed 105% of the face amount for each such issued and outstanding letter of credit; 
 provided, that nothing in this
Section 7.1 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other
interest permitted under the subsections above ranks in priority to any Obligation. 
 7.2 Indebtedness. Create, incur,
assume or suffer to exist any Indebtedness, except: 
 (a) Indebtedness (i) among Loan Parties or otherwise permitted
pursuant to Section 7.3(c), (ii) of a Restricted Subsidiary of the Borrower owed to the Borrower or another Loan Party to the extent permitted under Section 7.3(c)(iii), (iii) of a Restricted
Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party and (iv) of a Loan Party owed to a Restricted Subsidiary that is not a Loan Party, subject, in the case of this clause (iv), to subordination
terms reasonably acceptable to the Administrative Agent; 
 (b) Indebtedness under the Loan Documents; 

(c) Indebtedness outstanding on the date hereof and listed on Schedule 7.2 and any refinancings,
refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a market premium or other
amount paid, and fees and 

  
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expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is
not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and
subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable
in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended (except to the extent required by the then-existing market
conditions) and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; 

(d) (i) Guarantees by any Loan Party of obligations of any other Loan Party that are otherwise permitted hereunder,
(ii) Guarantees by a Restricted Subsidiary that is not a Loan Party of obligations of the Borrower or any Restricted Subsidiary, or (iii) Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Loan Party,
Joint Venture or Unrestricted Subsidiary so long as otherwise permitted under Section 7.3(c) or (n); 

(e) (i) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations, ground leases and purchase money
obligations within the limitations set forth in Section 7.1(h); provided, however, that the aggregate Attributable Indebtedness (or to the extent Attributable Indebtedness is not applicable, the aggregate
principal amount) of all such Indebtedness referred to in this clause (e) at any one time outstanding shall not exceed the greater of (x) $35,000,000 at any time outstanding and (y) 5% of Consolidated Tangible Assets at the time of
incurrence thereof; 
 (f) unsecured Indebtedness issued by the Borrower and/or any Finance Co; provided,
however, that, the incurrence thereof is subject to the following conditions: (i) the maturity date of any such Indebtedness shall be no earlier than the date that is six months after the Scheduled Maturity Date, (ii) the
documentation governing such Indebtedness shall not require any scheduled amortization prior to its maturity date, (iii) the terms and conditions of such Indebtedness, taken as a whole, shall be no more restrictive than the terms and conditions
of this Agreement, (iv) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11 on a Pro Forma Basis after giving effect to such incurrence, as of the last day of the most recent
fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b), (v) no Subsidiary that is not a Loan Party shall guarantee such Indebtedness, (vi) if
such Indebtedness is subordinated, such Indebtedness shall have subordination terms customary for high yield subordinated Indebtedness and (vii) no Event of Default shall have occurred and be continuing immediately after giving effect to the
issuance of such Indebtedness; 
 (g) Indebtedness of the Borrower or any Restricted Subsidiary incurred in the ordinary
course of business to finance the payment of premiums for a twelve-month period for insurance; 

  
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 (h) Indebtedness of any Person that becomes a Restricted Subsidiary of the
Borrower after the date hereof in accordance with the terms of Section 7.3, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (and not incurred in contemplation of such
Person’s becoming a Restricted Subsidiary of the Borrower); provided, however, that the aggregate of all such Indebtedness referred to in this clause (h) at any one time outstanding shall not exceed $30,000,000; 

(i) unsecured Indebtedness of any Borrower and any Subsidiary not otherwise permitted by this Section in an aggregate principal
amount not to exceed $45,000,000 in the aggregate at any time outstanding; 
 (j) Indebtedness under Swap Contracts entered
into consistent with prudent industry practice; provided that if such Swap Contracts relate to interest rates, (i) such Swap Contracts relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan
Documents and (ii) the notional principal amount of such Swap Contracts at the time incurred does not exceed the principal amount of the Indebtedness to which such Swap Contract relates; 

(k) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations
and bankers acceptances issued for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business (in each case other than for an obligation for money borrowed); 

(l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; 

(m) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; 

(n) Indebtedness representing deferred compensation to employees of any Loan Parties incurred in the ordinary course of
business; 
 (o) Indebtedness under the Existing Notes; 

(p) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Disposition or acquisition under
agreements providing for, and in the form of, indemnification, the adjustment of purchase price or similar adjustments and earn-outs, in each case on customary terms; and 

(q) in the event, and solely in the event, that all Issuing Banks have declined to issue a Letter of Credit requested under
this Agreement, Indebtedness in the form of a letter of credit which may be cash collateralized as permitted by Section 7.1(z), in an aggregate face amount for all such issued and outstanding letters of credit not to exceed
$25,000,000 at any time outstanding. 

  
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 7.3 Investments. Make or hold any Investments, except: 

(a) Investments held by the Borrower and its Restricted Subsidiaries in the form of cash and Cash Equivalents; 

(b) advances to officers, directors and employees of the Borrower and Restricted Subsidiaries in an aggregate amount not to
exceed $1,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 

(c) (i) Investments by the Borrower and its Restricted Subsidiaries in their respective Restricted Subsidiaries
outstanding on the date hereof and set forth on Schedule 7.3(c), (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Loan Parties, (iii) so long as no Default has occurred and is continuing or would result
from such Investment, additional Investments by the Loan Parties in Restricted Subsidiaries that are not Loan Parties in an aggregate amount not to exceed $5,000,000 in the aggregate plus any return of capital actually received by any Loan Party in
respect of Investments made by them pursuant to this Section 7.3(c) and (iv) Investments by any Restricted Subsidiary that is not a Loan Party in any Loan Party; 

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the
grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors; 

(e) Guarantees permitted by Section 7.2; 

(f) other Investments existing on the date hereof and set forth on Schedule 5.8(d); 

(g) Permitted Acquisitions; 

(h) (i) other Investments to the extent that (A) the consideration in respect thereof consists of Equity Interests in
the Borrower or (B) such acquisition or purchase is effected through a capital contribution to the Borrower or is funded with Net Equity Proceeds, and (ii) Investments in Unrestricted Subsidiaries and Joint Ventures of assets to the extent
acquired in reliance on clause (h)(i); 
 (i) Investments constituting partial consideration for Dispositions to the
extent permitted under Section 7.5(g); 
 (j) Investments in Swap Obligations; 

(k) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or
settlement or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; 

(l) advances of payroll payments to employees in the ordinary course of business not exceeding $5,000,000 in the aggregate at
any time; 

  
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 (m) to the extent constituting Investments, Indebtedness permitted under
Section 7.2(d) or 7.2(i), transactions permitted under Section 7.4 (other than clause (e) therein), Dispositions permitted under Section 7.5(d),
7.5(f), 7.5(i) or 7.5(l) and Restricted Payments permitted under Section 7.6(a); and 

(n) other Investments at any one time outstanding not exceeding the greater of (A) $150,000,000 and (B) 15% of Consolidated
Tangible Assets of the Borrower and its Restricted Subsidiaries at the time such Investment is made on a pro forma basis. 
 7.4
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or
hereafter acquired) of the Borrower and its Restricted Subsidiaries, taken as a whole, to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: 

(a) any Relevant Party may merge or consolidate with one or more Loan Parties; provided that if the Borrower is a party
to such merger or consolidation, it shall be the continuing or surviving Person, and otherwise a Loan Party shall be the continuing or surviving Person; 

(b) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with the Borrower or any Restricted Subsidiary;
provided that if the Borrower or a Restricted Subsidiary that is a Loan Party is a party to such merger or consolidation, it shall be the continuing or surviving Person; 

(c) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the
Borrower or to another Loan Party; 
 (d) any Restricted Subsidiary that is not a Loan Party may Dispose of all or
substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Restricted Subsidiary; 

(e) each of the Borrower and any of its Restricted Subsidiaries may merge into or consolidate with any Person other than the
Borrower or any of its Subsidiaries; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving
Person and (ii) in the case of any other merger to which any Relevant Party (other than the Borrower) is a party, such Relevant Party is the surviving Person; and 

(f) (i) any Guarantor may dissolve, liquidate or wind up its affairs at any time; provided that all of the assets
of such Guarantor are transferred to another Guarantor or the Borrower and (ii) any Restricted Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that all of the assets of such
Restricted Subsidiary are transferred to another Restricted Subsidiary or a Loan Party. 

  
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 7.5 Dispositions. Make any Disposition except: 

(a) Dispositions of obsolete, damaged or worn out property, whether now owned or hereafter acquired, in the ordinary course of
business; 
 (b) Dispositions of (i) inventory, (ii) equipment, (iii) cash and Cash Equivalents,
(iv) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction) and (v) leases, subleases, rights of way, easements, licenses and sublicenses that,
individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect, in
each case of clauses (i), (ii), (iv) or (v), in the ordinary course of business; 
 (c)
Dispositions of equipment, Easements or Real Property to the extent that replacement property is acquired, substantially contemporaneously therewith; 

(d) Dispositions of property (i) by any Loan Party to any other Loan Party or (ii) by a Restricted Subsidiary that is
not a Loan Party to the Borrower or any Restricted Subsidiary; 
 (e) Dispositions in the nature of Liens permitted by
Section 7.1 or permitted by Section 7.3 or 7.4; 
 (f) other
Dispositions not exceeding $7,500,000 in aggregate book value in any fiscal year; 
 (g) so long as no Event of Default
exists or would result therefrom, Dispositions of assets not otherwise permitted under this Section 7.5 if, (i) determined as of the date of each such Disposition and after giving effect thereto, the aggregate book
value of the assets sold under this subsection (g) in any fiscal year of the Borrower does not exceed 7.5% of Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries at the time such Disposition is made
and (ii) at least 75% of the purchase price received by the applicable Relevant Party shall be in cash; 
 (h)
Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation
proceeds or insurance proceeds of such condemnation or casualty, as applicable; 
 (i) Dispositions of Equity Interests of
Unrestricted Subsidiaries; 
 (j) Dispositions consisting of the abandonment or lapse of any registrations or any
applications for registration of any intellectual property in the ordinary course of business; 
 (k) Dispositions of
Investments in joint ventures; and 
 (l) to the extent constituting a Disposition, the unwinding of any Swap Contract
pursuant to its terms. 

  
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 provided, however, that any Disposition pursuant to Section 7.5(c),
Section 7.5(f), Section 7.5(g), or to the extent consideration therefor exceeds $5,000,000, Section 7.5(i) or Section 7.5(l), shall be for fair
market value. 
 7.6 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except: 

(a) (i) each Loan Party may make Restricted Payments to any other Loan Party, (ii) each Restricted Subsidiary that is
not a Loan Party may make Restricted Payments to the Borrower or any Restricted Subsidiary and (iii) so long as no Default exists or would be caused thereby, each Restricted Subsidiary may make Restricted Payments to any Person other than a
Relevant Party that owns a direct Equity Interest in such Restricted Subsidiary, so long as no Person other than a Restricted Subsidiary receives more than its ratable share of such Restricted Payments, determined according to their respective
holdings of the type of Equity Interest in respect of which such Restricted Payments are being made; 
 (b) the Borrower and
each Restricted Subsidiary may declare and make dividends or distributions payable solely in Equity Interests of such Person; 

(c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the
proceeds received from the substantially concurrent issue of new common Equity Interests; 
 (d) so long as no Event of
Default has occurred and is continuing or would immediately result therefrom, any repurchase, redemption or payment on account of any Equity Interests of Borrower held by any current or former officers, directors or employees (or employees of
Affiliates) (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment; provided that the
aggregate cash consideration paid for all such repurchases, redemptions and payments shall not exceed, in any fiscal year, $3,000,000; provided, further, that fifty-percent (50%) any such repurchases, redemptions or payments permitted to be
made (but not made) pursuant hereto in a given fiscal year beginning with the fiscal year ended December 31, 2017 may be carried forward and made in the immediately succeeding fiscal year or carried back and made in the immediately preceding
fiscal year; provided further that during an Event of Default any payments described in this clause may accrue and shall be permitted to be paid upon such Event of Default no longer existing so long as no other Event of Default is
continuing at such time; 
 (e) so long as no Default or Event of Default exists or would be caused thereby, and only to the
extent permitted by its Partnership Agreement, the Borrower may make distributions to the holders of its Equity Interests up to the amount of Available Cash; 

(f) so long as no Event of Default is continuing or would result therefrom, any other Restricted Payments may be made in an
amount not to exceed $2,000,000 in the aggregate per annum; and 

  
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 (g) any other Restricted Payments to the extent funded with Net Equity
Proceeds from a substantially concurrent issuance or sale of Equity Interests by the Borrower (or any contribution with respect to the Equity Interests of the Borrower). 

7.7 Change in Nature of Business. Engage in any material line of business substantially different from those lines of
business conducted by the Borrower and its Restricted Subsidiaries on the date hereof or any business reasonably related, complementary, ancillary or incidental thereto. 

7.8 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower (other than a
Loan Party), whether or not in the ordinary course of business, if such transaction involves consideration in excess of $2,000,000 or is otherwise material to the business of the Borrower and its Restricted Subsidiaries, other than on fair and
reasonable terms no less favorable to the Borrower or such Restricted Subsidiary (or, in the case of a transaction between a Loan Party and a Restricted Subsidiary that is not a Loan Party, such Loan Party) as would be obtainable by the Borrower or
such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that this Section does not prohibit: 

(i) any Investment permitted under Section 7.3; 

(ii) any merger, dissolution, liquidation, consolidation or Disposition permitted under Section 7.4;

 (iii) any Restricted Payment permitted under Section 7.6; 

(iv) the execution, delivery and performance of the Material Contracts listed on Schedule 5.7 as in effect on the date
of this Agreement or, if applicable, to the extent modified, amended or extended as permitted under this Agreement; 
 (v)
the consummation of the Transactions and the payment of fees and expenses in connection therewith; 
 (vi) reasonable and
customary director, officer, employee (including employees of Affiliates) compensation (including bonuses and severance) and other benefits (including retirement, health, stock option and other benefit plans), payment of customary fees and
reasonable out-of-pocket costs to directors, officers, employees and consultants of the Borrower or any Affiliate in the ordinary course of business, indemnification
arrangements with any of the foregoing, and the issuance of Equity Interests to any of the foregoing, in each case, approved by the Board of Directors of Borrower; 

(vii) transactions pursuant to permitted agreements in existence on the Closing Date (and set forth on Schedule 7.8) or
any amendment thereto to the extent such an amendment is not adverse to the interests of the Lenders in any material respect; and 

  
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 (viii) transactions pursuant to the Omnibus Agreement, the Operation and
Management Services and Secondment Agreement and the Partnership Agreement, in each case as in effect on the Closing Date. 
 7.9
Burdensome Agreements. Permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) requires the grant of a Lien that would be in violation of
Section 7.1, or (b) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to, or otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement
(A) in effect on the date hereof and set forth on Schedule 7.9, (B) in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in
contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (C) relating to Indebtedness permitted to be incurred under Sections 7.2(e), (f), (h) or (to the extent not more restrictive than the similar
provisions in this Agreement) (i), or (D) that is a Material Contract and contains rights described in the proviso to the definition of “Liens” hereunder, to the extent such rights would have otherwise violated this clause (i),
(ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower; provided, however that this clause (ii) shall not prohibit provisions customarily included in the terms of Indebtedness incurred pursuant to
Section 7.2, (iii) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent for the benefit of the Secured Parties on property of such Person;
provided, however, that this clause (iii) shall not prohibit (S) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course
of business, (T) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.2(e) solely to the extent any such negative pledge relates to the property financed by or
the subject of such Indebtedness, (U) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances and other contracts, (V) customary non-assignment
provisions in purchase and sale or exchange agreements or similar operational agreements, which restrict the transfer, assignment or encumbrance of the assets subject thereto, (W) customary provisions restricting subletting or assignment of any
lease governing a leasehold interest of a Restricted Subsidiary or license or sublicense of a Restricted Subsidiary (other than any lease with the PBF Energy Company Group); (X) customary provisions restricting assignment of any agreement
entered into by a Restricted Subsidiary in the ordinary course of business (other than the Material Contracts to the extent in a manner that would have an adverse effect on the rights of the Secured Parties in the Collateral); (Y) any holder of
a Lien permitted by Section 7.1 restricting the transfer of the property subject thereto; and (Z) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under
Section 7.5 pending the consummation of such sale. 
 7.10 Use of Proceeds. Use the proceeds
of any Credit Extension, whether directly or indirectly, (a) to purchase or carry margin stock (within the meaning of Regulation U issued by the FRB) or (b) in violation of such Regulation U. 

7.11 Financial Covenants. 

(a) Consolidated Interest Coverage Ratio. Commencing with the Measurement Period ending September 30, 2018 and
ending during the first Measurement Period during which the Borrower becomes Investment Grade, permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period to be less than 2.50 to 1.00. 

  
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 (b) Consolidated Total Leverage Ratio. Commencing with the
Measurement Period ending September 30, 2018, permit the Consolidated Total Leverage Ratio as of the end of any Measurement Period to be greater than 4.50 to 1.00. Notwithstanding the foregoing, upon the consummation of a Material Permitted
Acquisition and until the earlier of (a) two-hundred seventy days immediately thereafter and (b) the date that the Borrower elects to end the Step-Up, (the
period described in clauses (a) and (b), the “Increase Period”), then, if elected by the Borrower by written notice to the Administrative Agent given on or prior to the date of such Material Permitted Acquisition,
the maximum permitted Consolidated Total Leverage Ratio shall be increased by 0.50 to 1.00 above the otherwise relevant level (the “Step-Up”) during such Increase Period; provided that
following the end of a particular Increase Period, the Borrower may not elect another Step-Up until the Consolidated Total Leverage Ratio has been complied with for at least one Measurement Period without
giving effect to any Step-Up. 
 (c) Consolidated Senior Secured Leverage
Ratio. Commencing with the Measurement Period ending September 30, 2018, permit the Consolidated Senior Secured Leverage Ratio as of the end of any Measurement Period to be greater than 3.50 to 1.00. 

7.12 Amendments of Organization Documents. Amend the Partnership Agreement or any of its Organization Documents in a
manner that, taken as a whole, is materially adverse to the Lenders. 
 7.13 Accounting Changes. Make any
(a) elective change in accounting policies or reporting practices, except as required by GAAP or as approved by the Borrower’s independent certified public accountants, or (b) change of fiscal year. 

7.14 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated Indebtedness, except (a) regularly scheduled or required repayments or redemptions of Indebtedness set forth in
Schedule 7.2, (b) refinancings and refundings of such Indebtedness in compliance with Section 7.2(c) and (c) any payment or redemption to the extent made with Net Equity Proceeds (or by way of
conversion into or exchange for Equity Interests (other than Disqualified Capital Stock)) of Borrower (or any Equity Interests of PBF LLC or any other member of the PBF Energy Company Group). 

7.15 Amendment, Etc. of Indebtedness. Amend or modify in any manner any term or condition of any Indebtedness incurred
pursuant to Section 7.2(f) if, after giving effect to such amendment or modification as if made at the time such Indebtedness were issued, such Indebtedness would not have been allowed to be issued pursuant to
Section 7.2(f). 
 7.16 Swap ContractsConsummate any Swap Contract unless such Swap Contract:


  
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 (a) is made (i) with a Person that is, at the time such Swap Contract
is made, either a Lender or an Affiliate of a Lender, or (ii) with another counterparty that is, at the time such Swap Contract is made, rated at least A- or better by S&P or A3 or better by
Moody’s; and 
 (b) is entered into to hedge the Relevant Parties’ exposure to fluctuations in prices or rates (or
to wholly or partially offset or unwind previous Swap Contracts) and not for speculative purposes. 
 7.17 Deposit
Accounts. Neither the Borrower nor any other Loan Party shall hereafter establish and maintain, or otherwise deposit, allow to be deposited or hold any funds in, any deposit account (other than Excluded Bank Accounts), unless it complies
with the provisions regarding such accounts set forth in the Security Agreement (including, without limitation, the notice provisions and the control agreement requirements). 

7.18 Material Contracts. Neither the Borrower nor any Restricted Subsidiary may amend or modify or grant any waiver or
release under or terminate in any manner any Material Contract, if such amendment, modification, waiver, release or termination could reasonably be expected to result in a Material Adverse Effect; provided that the Borrower or such Restricted
Subsidiary may permit a Material Contract to expire in accordance with the terms thereof. 
 7.19 Limitations on Activities of
Borrower. Without limiting any restrictions on the Borrower otherwise set forth in this ARTICLE VII, the Borrower shall not conduct or engage in any operations or business other than (i) those incidental to its ownership of
the Equity Interests of its Subsidiaries, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, (iv) guaranteeing the obligations of its Subsidiaries to the extent permitted by this Agreement and
making Investments in its Subsidiaries to the extent permitted by this Agreement, (v) performance under the Partnership Agreement, the Operation and Management Services and Secondment Agreement and the Omnibus Agreement to which it is a party,
(vi) providing indemnification to officers and directors, (vii) incurring Indebtedness permitted by Section 7.2 and, subject to clause (ix), consummating any other transaction expressly permitted under
ARTICLE VII or otherwise contemplated under the Registration Statement; provided that such transactions shall not result in the Borrower owning operating assets, (viii) consummating the Transactions, (ix) entry into, and
performance of, the Material Contracts and any documentation in connection with a Permitted Acquisition with respect to which a Subsidiary is acquiring operating assets or the Borrower is purchasing Equity Interests of a new Subsidiary, (x) the
ownership of any assets and the performance of any actions related to or incidental to being a public company (including, without limitation, any actions required by the SEC or applicable Law) and (xi) any activities incidental to any of the
foregoing. 
 7.20 Compliance with Anti-Terrorism Laws. 

(a) No Loan Party shall, and no Loan Party shall permit any Subsidiary to, 

(i) directly or indirectly, in connection with the Loans, knowingly (A) conduct any business or engage in making or
receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, (B) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to any Anti-Terrorism
Law or (C) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. 

  
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 (ii) directly or indirectly, in connection with the Loans, knowingly cause
or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Anti-Terrorism Law. 

(iii) knowingly cause or permit (A) a Sanctioned Person to have any direct or indirect interest in or benefit of any
nature whatsoever in the Loan Parties or (B) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, an Sanctioned Person. 

(b) The Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender
in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 7.20. 
 ARTICLE
VIII 
 EVENTS OF DEFAULT AND REMEDIES 

8.1 Events of Default. The existence of any of the following shall constitute an “Event of Default”:

 (a) Non-Payment. The Borrower or any other Loan Party fails to (i) pay
when and as required to be paid herein, any amount of principal of any Loan, Swingline Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) pay within five days after the same becomes due,
any interest on any Loan, Swingline Loan or on any L/C Obligation, any fee due hereunder, or other amount payable hereunder or under any other Loan Document; or 

(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of
Section 6.3(a), 6.5(a) (with respect to the Borrower and any Subsidiary existing on the Closing Date only), 6.7, 6.11, 6.18, or ARTICLE VII (in the case of
Section 7.11, subject to Section 8.4); or 
 (c) Other Defaults.
Any Relevant Party fails to perform or observe any other covenant or agreement (not specified in Section 8.1(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after notice thereof to the Borrower from the Administrative Agent; or 
 (d)
Representations and Warranties. Any representation, warranty or certification made or deemed made by or on behalf of the Borrower or any other Relevant Party herein, in any other Loan Document, or in any document delivered in connection
herewith or therewith shall be incorrect or misleading in any material respect (except with respect to such representations, warranties or certifications which are expressly qualified by materiality, which shall be incorrect or misleading in any
respect) when made or deemed made; or 

  
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 (e) Cross-Default. (i) Any Relevant Party (A) fails to make
any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (including amounts
owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause, with or without the giving of notice, if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) (after giving effect to any grace or cure periods therein) resulting
from (A) any event of default under such Swap Contract as to which a Relevant Party is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) (after giving effect to any grace or cure periods
therein) under such Swap Contract as to which a Relevant Party is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Relevant Party as a result thereof is greater than the Threshold Amount; or 

(f) Insolvency Proceedings, Etc. Any Relevant Party institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any
material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for
60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days,
or an order for relief is entered in any such proceeding; or 
 (g) Attachment. Any writ or warrant of attachment or
execution or similar process is issued or levied against all or any material part of the property of any Relevant Party and is not released, stayed, vacated or fully bonded within 30 days after its issue or levy; or 

(h) Judgments. There is entered against any Relevant Party, (i) one or more final judgments or orders in an
aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurance company has not disputed coverage); or (ii) one or more non-monetary judgments that have had, or that could reasonably be expected to have, a Material Adverse Effect, and, in either case, there is a period of 60 consecutive days during which a stay of enforcement of such
final judgment, by reason of a pending appeal or otherwise, is not in effect; or 

  
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 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in a Material Adverse Effect or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or 

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and
delivery and for any reason other than (x) as expressly permitted hereunder or thereunder or (y) satisfaction in full of all the Obligations (other than (A) contingent indemnification, expense reimbursement or yield protection
obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the Applicable Cash Management Bank or Hedge Bank shall have been made), ceases to be
in full force and effect as against the appropriate Relevant Party; or any Relevant Party or any Affiliate thereof asserts in writing that any provision of any Loan Document is not the valid and enforceable obligation of such Relevant Party; or 

(k) Change of Control. There occurs any Change of Control; or 

(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to
Section 4.1 or 6.12 shall for any reason (other than pursuant to the terms of the Loan Documents and other than as a result of any action or omission of any Secured Party) cease to create a valid first priority Lien
(subject only to Permitted Liens) on a material portion of the Collateral purported to be covered thereby; or 
 (m)
Termination or Default under the Material Contracts. There occurs (i) any default or defaults under the Material Contracts or (ii) any termination of the Material Contracts (other than any expiration in accordance with the terms
thereof), in each case of clauses (i) and (ii), that could reasonably be expected to result in a Material Adverse Effect; or 

(n) Permanent or Indefinite Suspension of Operations. A period of 12 months shall have elapsed following the Borrower or
its Subsidiaries’ receipt of a written notice from any member of the PBF Energy Company Group as to the permanent or indefinite suspension of operations at any of the Toledo, Ohio, Delaware City, Delaware, Paulsboro, New Jersey, Torrance,
California, or Chalmette, Louisiana refineries that could, in each case, reasonably be expected to result in a Material Adverse Effect, unless (i) the members of the PBF Energy Company Group shall continue to pay all applicable minimum volume
commitments that would have been payable to the Borrower or any Loan Party if the applicable Material Contract had survived to its stated term or (ii) the Borrower shall have, as of the time of the expiration of such 12-month period, established replacement business that is reasonably acceptable to the Administrative Agent or demonstrated to the Administrative Agent’s reasonable satisfaction that actions have been commenced
to restore or replace business lost as a result of such suspension of operations; provided, for the avoidance of doubt, that if insurance proceeds or other cash is used by the PBF Energy Company Group to satisfy the cash obligations that
would have been payable to the Borrower or any Loan Party if the applicable Material Contract had survived to its stated term, then no Event of Default under this clause (n) shall be deemed to have occurred as a result of such suspension
of operations; or 

  
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 (o) Environmental. There occurs any Environmental Liability that has
resulted in a Material Adverse Effect. 
 8.2 Remedies upon Event of Default. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 

(a) declare the commitment of each Lender to make Loans, the Swingline Lender to make Swingline Loans, and any obligation of
the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount
thereof); and 
 (d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it,
the Lenders and the L/C Issuer under the Loan Documents; 
 provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans, the Swingline Lender to make Swingline Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the
L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 

8.3 Application of Funds. After the exercise of remedies provided for in Section 8.2 (or after
the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.2), any amounts received on account
of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal,
interest and Letter of Credit Fees, but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under ARTICLE III) payable to the Administrative Agent in its capacity as such; 

  
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 Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders, the Swingline Lender and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders, the Swingline Lender and
the L/C Issuer arising under the Loan Documents and amounts payable under ARTICLE III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans,
Swingline Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Swingline Loans, L/C Borrowings and
Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause
Fourth held by them; 
 Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 103% of
that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.3 and 2.14; and 

Last, the balance, if any, after all of the Obligations (other than (A) contingent indemnification, expense reimbursement or yield
protection obligations, in each case, as to which no claim has been made and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash
Management Bank or Hedge Bank shall have been made) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. 

Subject to Sections 2.3(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of
Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 
 Notwithstanding the
foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof from the Borrower,
together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the
notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of ARTICLE IX hereof for itself and its Affiliates as if a
“Lender” party hereto. 

  
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 8.4 Right to Cure Financial Covenants. For purposes of determining
compliance with the Financial Covenants set forth in Section 7.11, any Net Equity Proceeds of Borrower (or of PBF LLC that have been contributed to the Borrower as common equity or other equity on terms and conditions
reasonably acceptable to the Administrative Agent on or prior to the day that is ten (10) Business Days (the “Last Cure Date”) after the day on which financial statements are required to be delivered for a fiscal quarter will,
at the request of the Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant for the Measurement Period as at the end of such fiscal quarter and
any applicable subsequent Measurement Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), provided that (i) in
each four (4) fiscal quarter periods, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, (ii) there shall be no more than five (5) Specified Equity Contributions over the
term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in this Agreement,
(iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased by the amount of Net Equity Proceeds), tests, pro
forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with
Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (vi) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the
requirements of Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been
no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. 

If notice has been delivered to the Administrative Agent of a Specified Equity Contribution, then from the later of (a) the date of such
notice and (b) the date of delivery of the Compliance Certificate with respect to such Fiscal Quarter related to such cure notice, until the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on
which the Administrative Agent is notified that the Specified Equity Contribution will not be made, neither the Administrative Agent nor any Secured Party shall exercise any right or remedy hereunder or under any other Loan Document with respect to
an Event of Default for failure to comply with (x) Section 6.3(a) with respect to a Default or Event of Default under Section 7.11 or (y) Section 7.11
(including, without limitation, the imposition of interest at the Default Rate); provided, however, no borrowing of Revolving Loans may be made hereunder until such Specified Equity Contribution has been made in accordance with the
terms of this Section 8.4. 
 ARTICLE IX 

ADMINISTRATIVE AGENT 

9.1 Appointment and Authority. 

(a) Each of the Lenders, the Swingline Lender and the L/C Issuer hereby irrevocably appoints Wells Fargo to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably 

  
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incidental thereto. Except as expressly set forth in Sections 9.6 and 9.10, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the
Swingline Lender and the L/C Issuer, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. 

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the
Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank), the Swingline Lender and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender, the
Swingline Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably
incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under
the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE IX and ARTICLE X (including
Section 10.4(c), as though such co-agents, sub-agents and
attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 

9.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 

9.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable Law; 

  
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 (c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any
of its Affiliates in any capacity; 
 (d) shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in
Sections 10.1 and 8.2) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing
such Default is given to the Administrative Agent by the Borrower, a Lender, the Swingline Lender or the L/C Issuer; and 

(e) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the
satisfaction of any condition set forth in ARTICLE IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, the making of a Swingline Loan or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender,
the Swingline Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender, the Swingline Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from
such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

  
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 9.5 Delegation of Duties. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Administrative Agent. 
 9.6 Resignation of Administrative
Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the Swingline Issuer, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right,
in consultation with the Borrower, to appoint a successor, which shall be a Lender with an office in the United States, or an Affiliate of any such Lender with an office in the United States; provided, however, if no Lender or
Affiliate of a Lender is so appointed, then such successor does not need to be a Lender or an Affiliate of a Lender but shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no
such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent on
behalf of the Lenders, the Swingline Lender and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders, the Swingline Lender or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall
instead be made by or to each Lender, the Swingline Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and
Section 10.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. 
 Any resignation by Wells
Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as Swingline Lender and L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of Wells Fargo as the retiring Swingline Lender and L/C Issuer, (ii) the retiring Swingline Lender and L/C Issuer shall


  
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be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such
Letters of Credit issued by Wells Fargo. 
 9.7 Non-Reliance on Administrative Agent and
Other Lenders. Each Lender, the Swingline Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender, the Swingline Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 
 9.8
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers or Co-Syndication Agents listed on the cover page hereof shall have any powers, duties
or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender, the Swingline Lender or the L/C Issuer hereunder. 

9.9 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law
or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan, Swingline Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
Swingline Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Loan, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the Swingline Lender, the L/C Issuer and the Administrative Agent under Sections 2.3(h) and (i), 2.8 and 10.4) allowed in such judicial proceeding; and 

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, Swingline Lender and the L/C Issuer to make such payments to the Administrative
Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.8 and 10.4. 

  
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 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize
or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the L/C Issuer or in any such proceeding. 

9.10 Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank
and a potential Hedge Bank), the Swingline Lender, the L/C Issuer and the other Secured Parties irrevocably authorize the Administrative Agent to take the following actions, and the Administrative Agent hereby agrees to take such actions upon the
Borrower’s request: 
 (a) to release any Lien on any property granted to or held by the Administrative Agent under any
Loan Document (i) upon termination of all of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management
Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit that
have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or Disposed of or to be sold contemporaneously with the release of
such Lien or Disposed of as part of or in connection with any sale or Disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with
Section 10.1; 
 (b) to release any Guarantor from its obligations under the Guaranty if such
Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; and 
 (c) to subordinate any
Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.1(h), (n) or (o). 

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority
to release or subordinate its interest in particular types or items of Collateral or other property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as
specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the
release of such item of Collateral or other property from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty,
in each case in accordance with the terms of the Loan Documents and this Section 9.10. 

  
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 9.11 Secured Cash Management Agreements and Secured Hedge Agreements.
No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.3, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice
of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) or any Guaranty (including the release of any
Guaranty) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this ARTICLE IX to the contrary, the Administrative Agent shall not be required
to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice
of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. 

ARTICLE X 
 MISCELLANEOUS

 10.1 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and
no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders or the Administrative Agent at the direction of the Required Lenders and the Borrower or the
applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent (provided that such acknowledgement shall be administrative in nature and shall not be construed as a consent right, except as required in next the
proviso below), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: 

(a) waive any condition set forth in Section 4.1 (other than
Section 4.1(d)(i)) without the written consent of each Lender; 
 (b) extend or increase the
Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.2) without the written consent of such Lender; 

(c) postpone any scheduled date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory
prepayments) of principal, interest, fees or other amounts due to any Lender hereunder or under such other Loan Document without the written consent of such Lender; 

(d) reduce the principal of, or the rate of interest specified herein on, any Loan, Swingline Loan or L/C Borrowing, or
(subject to the proviso to this Section 10.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount and directly and adversely
affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend (i) the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of
Credit Fees at the Default Rate or (ii) any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan, Swingline Loan or L/C Borrowing or to reduce
any fee payable hereunder; 

  
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 (e) change Section 8.3 in a manner that would
alter the pro rata sharing of payments required thereby without the written consent of each Lender directly adversely affected thereby; 

(f) change any provision of this Section 10.1 or the definition of “Required Lenders” or
any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; 

(g) except as provided in Section 9.10, release all or substantially all of the Collateral in any
transaction or series of related transactions (other than as contemplated by the Loan Documents), without the written consent of each Lender; or 

(h) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the
extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); 

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the
Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) the Engagement Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or
duties of the Swingline Lender under this Agreement; and (v) the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to
enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 3.3(b) in accordance with the terms of
Section 3.3(b). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that without the consent of such
Defaulting Lender (A) the Commitment of such Lender may not be increased or extended, (B) the amount of principal payable to such Lender may not be reduced (except as provided in Section 2.15) and (C) the
voting provisions hereof with respect to such Lender may not be amended without the consent of such Lender. 
 If any Lender does not
consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender or each affected Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such
Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph). 

  
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 In addition, notwithstanding the foregoing, the individual Letter of Credit Sublimit of any
L/C Issuer (but not the aggregate Letter of Credit Sublimit) may be increased or decreased as agreed between the Borrower and such L/C Issuer (and without the consent or approval of any other Lender or the Administrative Agent). 

10.2 Notices; Effectiveness; Electronic Communications. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in Section 10.2(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower, the Administrative Agent, the Swingline Lender or the L/C Issuer, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 10.2 or such other address, telecopier number, electronic mail address or telephone number as shall be designated by such Person in writing
to the other parties; and 
 (ii) if to any other Lender, to the address, telecopier number, electronic mail address or
telephone number specified in its Administrative Questionnaire or such other address, telecopier number, electronic mail address or telephone number as shall be designated by such Person in writing to the other parties. 

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have
been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening
of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such
subsection (b). 
 (b) Electronic Communications. Notices and other communications to the
Lenders, the Swingline Lender and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to notices to any Lender, the Swingline Lender or the L/C Issuer pursuant to ARTICLE II if such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

  
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 Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the Swingline
Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower
Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the Swingline Lender, the L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual damages). 
 (d) Change of Address, Etc.
Each of the Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuer may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender
may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuer. In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may
be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one 

  
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individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in
order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are
not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of
United States Federal or state securities laws. 
 (e) Reliance by Administrative Agent, the Swingline Lender, L/C Issuer
and Lenders. The Administrative Agent, the Swingline Lender, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including electronic and telephonic Loan Notices) purportedly given by or on behalf of the Borrower
even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Swingline Lender, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reasonable
reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the
parties hereto hereby consents to such recording. 
 10.3 No Waiver; Cumulative Remedies; Enforcement. No failure by any
Lender, the Swingline Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.2 for the benefit of all the Lenders, the Swingline Lender and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer from exercising the
rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (c) the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its
capacity as Swingline Lender) hereunder and under the other Loan Documents, (d) any Lender from exercising setoff rights in accordance with Section 10.8 (subject to the terms of Section 2.12)
or (e) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan 

  
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Party under any Debtor Relief Law, and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then
(i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.2 and (ii) in addition to the matters set forth in clauses (b),
(c), (d) and (e) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as
authorized by the Required Lenders. 
 10.4 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by or on behalf of the Administrative Agent and its Affiliates (limited, in the case of legal fees, by clause (iii) below), in connection with the syndication of
the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Swingline
Lender in connection with the extension of any Swingline Loan or any demand for payment thereunder (limited, in the case of legal fees, by clause (iii) below), (iii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder (provided,
however, in the case of clauses (i) through (iii) reimbursement of legal fees shall be limited to the reasonable fees, charges and disbursements of one primary outside counsel to the Administrative Agent, the Swingline
Lender and the L/C Issuer, taken as a whole, and one local counsel in each applicable jurisdiction, as necessary, and, in the case of an actual or perceived conflict of interest, additional conflicts counsel for all such Persons similarly situated)
and (iv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or Swingline Lender or the L/C Issuer during the
existence of an Event of Default, in connection with the enforcement or protection of its rights under this Agreement and the other Loan Documents, including, without limitation, its rights under this Section, and in connection with Loans made or
Letters of Credit (limited, in each case, in the case of legal fees, to the reasonable fees, charges and disbursements of one primary outside counsel to the Administrative Agent, the Swingline Lender and the L/C Issuer, taken as a whole, and an
additional primary outside counsel to all of the Lenders, taken as a whole, and one local counsel in each applicable jurisdiction, as necessary for each such group, and, in the case of an actual or perceived conflict of interest, additional
conflicts counsel for all such Persons similarly situated). 
 (b) Indemnification by the Borrower. The Borrower shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the L/C Issuer, the Joint Lead Arrangers and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the reasonable fees, charges and disbursements of
outside counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or


  
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delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder
or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of
this Agreement and the other Loan Documents, (ii) any Loan, Swingline Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless
of whether any Indemnitee is a party thereto, IN ALL CASES, EXCEPT AS SET FORTH BELOW, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties or from a material breach of such Indemnitee’s or its Related Person’s obligations under the Senior Credit Documentation, (y) result
from a claim brought by the Borrower or any other Loan Party against an Indemnitee or its Related Parties for a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, if the
Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from a dispute among or between Indemnitees and not involving (i) any act or omission of the Borrower or (ii) such Indemnitee’s capacity or role as an agent or arranger with respect to the Loan Documents or
the Loans; provided, further, that payments of expenses with respect to the negotiation, preparation, due diligence, administration, syndication, closing and enforcement of any of the Loan Documents will be limited to those provided
for under Section 10.4(a). This Section 10.4(b) shall not apply with respect to taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Notwithstanding anything to the contrary contained herein, reimbursement of legal fees pursuant to this Section 10.4(b) shall be limited, in each case, to the reasonable
fees, charges and disbursements of one primary outside counsel to the Indemnitees, taken as a whole, and one local counsel in each applicable jurisdiction, as necessary, and, in the case of an actual or perceived conflict of interest, additional
conflicts counsel for all such Persons similarly situated. 
 (c) Reimbursement by Lenders. To the extent that the
Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C 

  
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Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C
Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d). 

(d) Waiver of Consequential Damages, Etc. No Indemnitee shall be liable to the Borrower, its Affiliates or any other
Person, and the Borrower and its Affiliates will not be liable to any Indemnitee, its Affiliates or any other Person, for any claim on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, Swingline Loan or Letter of Credit
or the use of the proceeds thereof; provided, that, nothing contained in this Section 10.4(d) shall limit the Borrower’s indemnification obligations with respect to indirect, consequential or punitive damage
claims, to the extent of the indemnification provided in Section 10.4(b) (but only to the extent asserted against any Indemnitee by a third party (other than another Indemnitee)). No Indemnitee referred to in
Section 10.4(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the
gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after written demand
therefor accompanied by reasonably detailed supporting information. 
 (f) Survival. The agreements in this Section
shall survive the resignation of the Administrative Agent, the Swingline Lender and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other
Obligations. 
 10.5 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent, the Swingline Lender, the L/C Issuer or any Lender, or the Administrative Agent, the Swingline Lender, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Swingline Lender, the L/C Issuer or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such payment had not been made or 

  
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such setoff had not occurred, and (b) each Lender, the Swingline Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders, the Swingline Lender and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

10.6 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent
and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.6(b), (ii) by way of
participation in accordance with the provisions of Section 10.6(f), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(h) (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in Section 10.6(f) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Swingline Lender, the
L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b)
Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of
this Section 10.6(b), participations in Swingline Obligations and L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the
time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than


  
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$5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of
its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swingline Lender’s rights and obligations in respect of
Swingline Loans; 
 (iii) Required Consents. No consent shall be required for any assignment except to the extent
required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the
Borrower (such consent not to be unreasonably withheld or delayed and to the extent the Borrower has not responded within five (5) Business Days after receipt of written request for consent, the Borrower shall be deemed to have consented) shall
be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; 

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment that initially establishes or increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and 

(D) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment that initially establishes or increases the obligation of the assignee to participate in exposure under any Swingline Loan (whether or not then outstanding). 

  
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 (iv) No Assignment to Certain Persons. Notwithstanding anything
contained herein to the contrary, no such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender, or any of its Subsidiaries, or any Person who, upon becoming a
lender hereunder, would constitute any of the foregoing Persons described in this clause (iv), (C) to a natural person or (D) to any Ineligible Institution. 

(c) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (it being agreed and understood that such fee shall not be payable by Borrower or any Loan Party); provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(d) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount
sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with
the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of
all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under
applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (e) of this Section,
from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations
of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1,
3.4, 3.5 and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with Section 10.6(f) or, in the case of Ineligible Institutions, any such assignment would be void ab initio. 

  
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 (e) Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and stated interest) of the Loans, Swingline Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection
by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (f)
Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the L/C Issuer, sell participations to any Person (other than a natural person, a Defaulting
Lender, an Ineligible Institution or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Swingline Obligations and L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuer
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) such Participant must agree to be bound by Section 10.7. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.1 that delays or reduces any payment to such Participant. Subject to subsection (g) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.1, 3.4 and 3.5 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 10.6(b); provided such Participant agrees to be subject to the provisions of Section 3.6 as if it were an assignee under Section 10.6(b) and agrees to
deliver the documentation required under Section 3.1(e). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the
Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any
Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or 

  
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its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register. 
 (g) Limitations upon
Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.1 or 3.4 than the applicable Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 3.1 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.1 as though it were
a Lender. 
 (h) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over it;
provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(i) Resignation as Swingline Lender and L/C Issuer after Assignment. Notwithstanding anything to the contrary contained
herein, if at any time Wells Fargo or the L/C Issuer assigns all of its Commitment and Loans pursuant to Section 10.6(b), Wells Fargo may, upon 30 days’ notice to the Borrower and the Lenders, resign as Swingline
Lender and Wells Fargo or the applicable L/C Issuer may upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as Swingline Lender and L/C Issuer, the Borrower shall be entitled to
appoint from among the Lenders a successor Swingline Lender and L/C Issuer hereunder; provided, however, that no failure by the Borrower or the Lenders to appoint any such successor shall affect the resignation of Wells Fargo as
Swingline Lender and Wells Fargo or the applicable L/C Issuer, as the case may be, as L/C Issuer. If Wells Fargo resigns as Swingline Lender and Wells Fargo or the applicable L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers,
privileges and duties of the Swingline Lender and L/C Issuer hereunder with respect to all Swingline Loans and Letters of Credit outstanding as of the effective date of its resignation as Swingline Lender and L/C Issuer and all Swingline Obligations
and L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.3(c)). Upon the appointment of a
successor Swingline Lender and L/C Issuer and the successor Swingline Lender’s and L/C Issuer’s acceptance thereof, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring Swingline Lender and L/C Issuer, and (b) the successor Swingline Lender and L/C Issuer shall issue swingline loans and letters of 

  
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credit in substitution for the Swingline Loans and the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Wells Fargo or the
applicable L/C Issuer to effectively assume the obligations of Wells Fargo with respect to such Swingline Loans and Wells Fargo or the applicable L/C Issuer with respect to such Letters of Credit. 

(j) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, any assignment or participation
made by a Lender in violation of the provisions of this Section 10.6 (including, without limitation, as a result of the making of any such assignment or the sale of any such participation (i) to an Ineligible
Institution (unless the requisite consent has been obtained) or (ii) without any other required consent of the Borrower) shall be void ab initio and, in the case of assignments, the Ineligible Institution shall be deleted from the
Register, and the Borrower shall be entitled to seek specific performance to unwind any such assignment or participation in addition to any other remedies available to the Borrower at law or in equity. 

10.7 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders, the Swingline
Lender and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by
applicable Laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process, (d) to any other party hereto, (e) in connection with
the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee
invited to be a Lender pursuant to Section 2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the
consent of the Borrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder, (i) to the
extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Swingline Lender, the L/C Issuer or any of their respective
Affiliates on a non-confidential basis from a source other than the Borrower or any of its Affiliates, which source is not to the knowledge of the Administrative Agent, any Lender, the Swingline Lender, the
L/C Issuer or any of their respective Affiliates in breach of any confidentiality obligations owing to the Borrower or any of its Affiliates with respect to such Information, (j) to the extent needed to obtain a Committee on Uniform Securities
Identification Procedures (CUSIP) number or (k) to any rating agency in connection with rating the Borrower or its Subsidiaries or the Facility. 

  
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 For purposes of this Section, “Information” means all information received
from any Relevant Party or any Subsidiary or Affiliate thereof relating to any Relevant Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender,
the Swingline Lender or the L/C Issuer on a non-confidential basis prior to disclosure by any Relevant Party or any Subsidiary or Affiliate thereof from a source that is not to the knowledge of the
Administrative Agent, any Lender, the Swingline Lender, the L/C Issuer or any of their respective Affiliates in breach of any confidentiality obligations owing to any Relevant Party or any Subsidiary or Affiliate thereof with respect to such
Information. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information. 
 Each of the Administrative Agent,
the Lenders, the Swingline Lender and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be,
(b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state securities Laws. 
 10.8 Right of Setoff. If
an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Swingline Lender, the L/C Issuer or any
such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Swingline Lender or the L/C
Issuer, irrespective of whether or not such Lender, the Swingline Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are
owed to a branch or office of such Lender, the Swingline Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall
exercise any such right of setoff hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Swingline Lender, the L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Swingline Lender, the L/C Issuer or their respective Affiliates may have. Each Lender, the Swingline Lender and the L/C Issuer agrees
to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

  
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 10.9 Interest Rate Limitation. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that
is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder. 
 10.10 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall
become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. 

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default
at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any
provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Swingline Lender or the L/C Issuer, as applicable, then such provisions shall be deemed
to be in effect only to the extent not so limited. 

  
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 10.13 Replacement of Lenders. If any Lender requests compensation under
Section 3.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.1, if
any Lender is a Defaulting Lender or a Non-Extending Lender, if Borrower exercises its replacement rights under Section 10.1 or if any other circumstance exists hereunder that gives
the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 10.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 
 (a)
the Borrower or such assignee shall pay to the Administrative Agent the assignment fee specified in Section 10.6(c); 

(b) such Lender shall receive payment of an amount equal to the outstanding principal of its Loans, Swingline Loans and L/C
Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 3.4 and 3.5) (other than contingent indemnitees and other
Contingent Obligations not then due and payable) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.4 or
payments required to be made pursuant to Section 3.1, such assignment is reasonably expected to result in a reduction in such compensation or payments thereafter; and 

(d) such assignment does not conflict with applicable Laws. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if Borrower elects to replace such Lender in accordance with this Section 10.13, it
shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject
to such Assignment and Assumption; provided, that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register. 

  
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 10.14 Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. 
 (b) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) SERVICE OF PROCESS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.2. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY 

  
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OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent, and WFS, BNP Paribas, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York Branch and RBC Capital Markets, in their capacities as Joint Lead Arrangers, and any Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, WFS, BNP Paribas, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York Branch, RBC
Capital Markets and such Lender on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, WFS, BNP Paribas, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York
Branch, RBC Capital Markets and any Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the
Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, WFS, BNP Paribas, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York Branch, RBC Capital Markets or any Lender has any obligation to the Borrower
or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, WFS, BNP Paribas, Citibank, N.A., MUFG Bank,
Ltd., Natixis, New York Branch, RBC Capital Markets and any Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the
Administrative Agent, WFS, BNP Paribas, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York Branch, RBC Capital Markets or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent
permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, WFS, BNP Paribas, Citibank, N.A., MUFG Bank, Ltd., Natixis, New York Branch, RBC Capital Markets and any Lender with respect to
any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

  
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 10.17 Electronic Execution of Assignments and Certain Other Documents.
The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act. 
 10.18 USA Patriot Act. Each Lender that is subject to the USA Patriot Act and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA Patriot Act. The Borrower shall,
promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable
“know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. 
 10.19 Time of
the Essence. Time is of the essence of the Loan Documents. 
 10.20 ENTIRE AGREEMENT. THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

10.21 General Partner. The Administrative Agent, each Lender, L/C Issuer and Swingline Lender hereby agrees for itself and
its successors and assigns, including any subsequent holder of any Note, that no claim under this Agreement or under any other Loan Document shall be made against the General Partner, and that no judgment, order or execution entered in any suit,
action or proceeding, whether legal or equitable, hereunder or under any other Loan Document shall be obtained or enforced, against the General Partner or its assets for the purpose of obtaining satisfaction and payment of amounts owed under this
Agreement or any other Loan Document. 
 10.22 Acknowledgement and Consent to Bail-In of
EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

  
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 (b) the effects of any Bail-in
Action on any such liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such
liability; 
 (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such
EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 10.23 Certain ERISA
Matters. 
 (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party
hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Joint Lead Arranger and their respective
Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR §
2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments; 

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a
class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the
Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the


  
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requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such
Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments and this Agreement; or 
 (iv) such other representation, warranty and covenant as may be
agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrower or any other Loan Party, that: 
 (i) none of the Administrative Agent, any Joint Lead
Arranger nor any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or
any documents related to hereto or thereto); 
 (ii) the Person making the investment decision on behalf of such Lender with
respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR §
2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as
described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 
 (iii) the Person making the
investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks
independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations); 

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is
responsible for exercising independent judgment in evaluating the transactions hereunder, and 

  
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 (v) no fee or other compensation is being paid directly to the
Administrative Agent, each Joint Lead Arranger or their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. 

(c) The Administrative Agent and each Joint Lead Arranger hereby informs the Lenders that each such Person is not undertaking
to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or
an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the
Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby,
the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage
fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

10.24 Existing Credit Agreement. 

(a) On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the
Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Obligations” under and as defined in
the Existing Credit Agreement (whether or not such Obligations are contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs
incurred on the Closing Date under Section 3.5 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower in the Existing Credit Agreement prior
to the Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all
Obligations, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the
Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as
defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of
all or any portion of such obligations and liabilities. 
 (b) The terms and conditions of this Agreement and the
Administrative Agent’s, the Lenders’, Swingline Lender’s and the L/C Issuer’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Credit
Agreement and the Letters of Credit issued thereunder. 

  
 153 













 (c) On and after the Closing Date, (i) all references to the Existing
Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further
amended, modified or restated), (ii) all references to any section (or subsection) of the Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding
provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be
references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). 

(d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver,
whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document. 

(e) From and after the Closing Date, (i) each Exiting Lender shall cease to be a party to this Agreement, (ii) no
Exiting Lender shall have any obligations or liabilities under this Agreement with respect to the period from and after the Closing Date and, without limiting the foregoing, no Exiting Lender shall have any Commitment under this Agreement or any L/C
Obligations outstanding hereunder, (iii) all Existing Letters of Credit will be deemed issued and outstanding under this Agreement and will be governed as if issued under this Agreement and (iv) no Exiting Lender shall have any rights
under the Existing Credit Agreement, this Agreement or any other Loan Document (other than rights under the Existing Credit Agreement expressly stated to survive the termination of the Existing Credit Agreement and the repayment of amounts
outstanding thereunder). 
 (a) The Lenders that are lenders under the Existing Credit Agreement hereby waive any
requirements for notice of prepayment, minimum amounts of prepayments of Loans (as defined in the Existing Credit Agreement), ratable reductions of the commitments of the Lenders under the Existing Credit Agreement and ratable payments on account of
the principal or interest of any Loan (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to the extent such prepayment, reductions or payments are required under the Existing Credit Agreement. 

(a) To the extent that any Loans are outstanding under the Existing Credit Agreement on the Closing Date, subject to the
satisfaction of the conditions precedent set forth in Article IV, to the extent necessary to allocate the Loans ratably in accordance with the allocation of Commitments after giving effect to this Agreement, (a) each of the Lenders with
a Commitment shall be deemed to have assigned to each other Lender with Commitment, and each of such Lenders shall be deemed to have purchased from each of such other Lenders, at the principal amount thereof (together with accrued interest, if any),
such interests in the Loans 

  
 154 













 
outstanding on the Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans will be held by Lenders with Commitments ratably in
accordance with their Commitments set forth on Schedule 2.1. The Lenders hereby confirm that, from and after the Closing Date, all participations of the Lenders in respect of Letters of Credit outstanding hereunder pursuant to
Section 2.3(c) shall be based upon the Applicable Percentages of the Lenders (after giving effect to this Agreement). The reallocation and adjustment to the Commitments of each Lender as contemplated by this
Section 10.24 shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit D-1 hereto as if each of the Lenders had
executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Commitments. The Administrative Agent hereby waives the
processing and recordation fee set forth in Section 10.6 with respect to the assignments and reallocations of the Commitments contemplated by this Section 10.24. 

 

  
 155 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the date first above written. 
  

			
	PBF LOGISTICS LP
	By: PBF Logistics GP, LLC, its general partner


 
			
		
	By:	 	 /s/ Trecia Canty



 
			
	Name:	 	Trecia Canty
	Title:	 	Senior Vice President, General Counsel and Secretary


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent


 
			
		
	By:	 	/s/ Andrew Ostrov
		 	  



 
			
	Name:	 	Andrew Ostrov
	Title:	 	Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender, Swingline Lender and L/C Issuer


 
			
		
	By:	 	/s/ Andrew Ostrov
		 	  



 
			
	Name:	 	Andrew Ostrov
	Title:	 	Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 













			
	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Mark Renaud

	Name:	 	Mark Renaud
	Title	 	Managing Director


  

			
	By:	 	 /s/ Claudia Zarate

	Name:	 	Claudia Zarate
	Title	 	Managing Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	CITIBANK, N.A., as a Lender and L/C Issuer


 
			
		
	By:	 	 /s/ Peter Kardas

	Name:	 	Peter Kardas
	Title:	 	Vice President


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	 MUFG Bank, Ltd.,
 as a Lender and
L/C Issuer



 
			
	
	By:	 	 /s/ Todd Vaubel



 
			
	Name:	 	Todd Vaubel
	Title:	 	Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	 NATIXIS, NEW YORK BRANCH
 as a
Lender and L/C Issuer



 
			
	
	By:	  	 /s/ Vikram Nath

	Name:	  	Vikram Nath
	Title:	  	Director
		
	By:	  	 /s/ Jarrett Price

	Name:	  	/s/ Jarrett Price
	Title:	  	Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	 ROYAL BANK OF CANADA,
 as a Lender
and L/C Issuer



 
			
	
	By:	 	 /s/ Jay T. Sartain





			
	Name:	 	Jay T. Sartain
	Title:	 	Authorized Signatory


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	 BANK OF AMERICA, N.A.,
 as a
Lender

		
	By:	  	 /s/ Dilcia P. Hill

	Name:	  	Dilcia P. Hill
	Title:	  	Senior Vice President


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 













			
	 BARCLAYS BANK PLC
 as a
Lender

		
	By:	  	 /s/ Sydney G. Dennis

	Name:	  	Sydney G. Dennis
	Title:	  	Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 

 













			
	 Credit Agricole Corporate & Investment Bank,

as a Lender

		
	By:	  	 /s/ Michael Willis

	Name:	  	Michael Willis
	Title:	  	Managing Director
		
	By:	  	 /s/ Dixon Schultz

	Name:	  	Dixon Schultz
	Title:	  	Managing Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	 REGIONS BANK,
 as a
Lender

		
	By:	  	 /s/ Katie Hammons

	Name:	  	Katie Hammons
	Title:	  	Assistant Vice President


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	 Sumitomo Mitsui Banking Corporation,

as a Lender

		
	By:	  	 /s/ James Weinstein

	Name:	  	James Weinstein
	Title:	  	Managing Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 












 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Lender

	
	 /s/ William O’Daly

	Name:	  	William O’Daly
	Title:	  	Authorized Signatory
	
	 /s/ Komal Shah

	Name:	  	Komal Shah
	Title:	  	Authorized Signatory


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 













			
	 CANDENCE BANK, N.A.,
 as a
Lender



 
			
	
		
	By:	 	 /s/ David Anderson





			
	Name:	 	David Anderson
	Title:	 	Senior Vice President


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 













			
	 CITIZENS BANK, N.A.,
 as a
Lender



 
			
	
		
	By:	 	 /s/ Scott Donaldson





			
	Name:	 	Scott Donaldson
	Title:	 	Senior Vice President


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 

 













			
	 Compass Bank,
 as a
Lender



 
			
	
		
	By:	 	 /s/ Mark H. Wolf



 
			
	Name:	 	Mark H. Wolf
	Title:	 	Senior Vice President


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 

 













			
	 Fifth Third Bank,
 as a
Lender



 
			
	
		
	By:	 	 /s/ Larry Hayes



 
			
	Name:	 	Larry Hayes
	Title:	 	Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 

 













			
	 IBERIABANK,
 as a
Lender



 
			
	
		
	By:	 	 /s/ Blakely Norris





			
	Name:	 	Blakely Norris
	Title:	 	Vice President


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 

 













			
	 THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

as a Lender



 
			
	
		
	By:	 	 /s/ Wallace Wong



 
			
	Name:	 	Wallace Wong
	Title:	 	Authorized Signatory


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 

 













			
	 SunTrust Bank,
 as a
Lender



 
			
	
		
	By:	 	 John Kovarik



 
			
	Name:	 	John Kovarik
	Title:	 	Director


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 

 













			
	 GOLDMAN SACHS BANK USA,
 as a
Lender



 
			
	
		
	By:	 	 /s/ Ryan Durkin



 
			
	Name:	 	Ryan Durkin
	Title:	 	Authorized Signatory


 PBF Logistics LP – Signature Page to Amended and Restated Revolving Credit Agreement 

 












 SCHEDULE 1.1 

Drop-Down Transactions 
  

	1.	 Paulsboro Storage Facility. 



 

	2.	 Chalmette Truck Rack and Rosin Yard. Truck loading rack and rail yard adjacent to the Chalmette refinery.



  

	3.	 Toledo Rail Assets. Rail assets at the Toledo Refinery. 



 

	4.	 Delaware City Ethanol Assets (ethanol related assets at the Delaware City Refinery). 














 SCHEDULE 2.1 

Commitments and Applicable Percentages 
  

					
	 Lender
	  	 Commitment
	  	 Applicable Percentage

	 Wells Fargo Bank, National Association
	  	$37,000,000	  	7.40%
	 BNP Paribas
	  	$36,000,000	  	7.20%
	 Citibank, N.A.
	  	$36,000,000	  	7.20%
	 MUFG BANK, LTD.
	  	$36,000,000	  	7.20%
	 Natixis—NY Branch
	  	$36,000,000	  	7.20%
	 Royal Bank of Canada
	  	$36,000,000	  	7.20%
	 Bank of America, N.A.
	  	$24,000,000	  	4.80%
	 Barclays Bank plc
	  	$24,000,000	  	4.80%
	 Credit Agricole
	  	$24,000,000	  	4.80%
	 Regions Bank
	  	$24,000,000	  	4.80%
	 Sumitomo Mitsui
	  	$24,000,000	  	4.80%
	 Credit Suisse AG, Cayman Islands Branch
	  	$22,000,000	  	4.40%
	 Cadence Bank
	  	$18,000,000	  	3.60%
	 Citizens
	  	$18,000,000	  	3.60%
	 Compass Bank
	  	$18,000,000	  	3.60%
	 Fifth Third Bank
	  	$18,000,000	  	3.60%
	 IBERIABANK
	  	$18,000,000	  	3.60%
	 Toronto Dominion
	  	$18,000,000	  	3.60%
	 SunTrust
	  	$18,000,000	  	3.60%
	 Goldman Sachs
	  	$15,000,000	  	3.00%













 SCHEDULE 2.2 

Existing Letters of Credit 
 On file with
the Partnership. 












 SCHEDULE 5.6 

Litigation 
 None. 












 SCHEDULE 5.7 

Material Contracts 
  

	1.	 Each Parent Contract filed as an exhibit (including any subsequent filing of an executed version thereof as an
exhibit to a periodic report filed by Borrower, a “Registration Statement Exhibit”) to Borrower’s Registration Statement on Form S-1 (Registration Number
333-195024), including amendments thereto permitted under the Credit Agreement, filed with the SEC. 


  

	2.	 Each Parent Contract that is an exhibit to a Registration Statement Exhibit. 














 SCHEDULE 5.8(d) 

Existing Investments 
 None. 












 SCHEDULE 5.13 

Subsidiaries and Other Equity Investments; Loan Parties 

On file with the Partnership. 












 SCHEDULE 6.12 

Guarantors 
  

	1.	 Delaware City Terminaling Company LLC 



 

	2.	 PBF Logistics Finance Corporation 



 

	3.	 PBF Logistics Products Terminals LLC 



 

	4.	 PBFX Operating Company LLC 



 

	5.	 Delaware City Logistics Company LLC 



 

	6.	 Delaware Pipeline Company LLC 



 

	7.	 Toledo Terminaling Company LLC 



 

	8.	 Torrance Valley Pipeline Company LLC 



 

	9.	 Paulsboro Natural Gas Pipeline Company LLC 














 SCHEDULE 6.19(a) 

Existing Mortgaged Properties 
 On file
with the Partnership. 












 SCHEDULE 6.19(b) 

New Mortgaged Properties 
 On file with
the Partnership. 












 SCHEDULE 7.1 

Existing Liens 
 None. 












 SCHEDULE 7.2 

Existing Indebtedness 
 As disclosed in
Note 5 to PBF Logistics LP’s Form 10-Q for the quarterly period ended March 31, 2018. 












 SCHEDULE 7.3(c) 

Existing Investments in Restricted Subsidiaries 

1. 50% interest in Torrance Valley Pipeline Company LLC. 
 2. 100%
ownership interest in PBF Logistics Products Terminals LLC, PBFX Operating Company LLC, Delaware City Logistics Company LLC, Delaware Pipeline Company LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC and Paulsboro Natural
Gas Pipeline Company LLC. 
 3. Capital contributions to the Closing Date from PBF Logistics LP to PBF Logistics Products Terminals LLC, PBFX Operating
Company LLC, Delaware City Logistics Company LLC, Delaware Pipeline Company LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Torrance Valley Pipeline Company LLC. 












 SCHEDULE 7.9 

Burdensome Agreements 
 None. 












 SCHEDULE 10.2 

Administrative Agent’s Office, Certain Addresses for Notice 

Administrative Agent: 
 Wells Fargo Bank,
National Association 
 1000 Louisiana St., 9th Floor 

Houston, TX 77002 
 Attention:
Andrew Ostrov 
 Email: andrew.ostrov@wellsfargo.com 

with a copy, which shall not constitute notice, to: 

Latham & Watkins LLP 

811 Main Street Suite 3700 

Houston, TX 77002 
 Attention:
Craig Kornreich 
 Borrower: 
 PBF Logistics
LP 
 c/o PBF Logistics GP LLC 

One Sylvan Way, Second Floor 

Parsippany, NJ 07054 
 Attention:
John Luke 
 Telecopy No: (973) 455-7500 

Email: john.luke@pbfenergy.com 
 with a copy,
which shall not constitute notice, to: 
 PBF Logistics GP LLC 

One Sylvan Way, Second Floor 

Parsippany, NJ 07054 
 Attention:
General Counsel 
 Telecopy No: (973) 455-7500 












 EXHIBIT A-1 

FORM OF LOAN NOTICE 
 Date:
                    ,              

 

	To:	 Wells Fargo Bank, National Association, as Administrative Agent 



Ladies and Gentlemen: 
 Reference is made to that
certain Amended and Restated Revolving Credit Agreement, dated as of July 30, 2018 (as amended, amended and 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 PBF Logistics LP (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and L/C
Issuer. 
 The undersigned hereby requests (select one): 
  

	 	☐	 A Borrowing of
                     Loans [Insert Base Rate Loans or Eurodollar Rate Loans] 



	 	☐	 A conversion of
                     Loans to
                     Loans 



	 	☐	 A continuation of Eurodollar Rate Loans 



 

	 	1.	 On
                                        
                         (a Business Day).1 



 

	 	2.	 In the amount of
$                                         
                   .2 



 

	 	3.	 For Eurodollar Rate Loans: with an initial Interest Period of
                     months.3 



The Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.1 of the Agreement. 

 

	1	 Each such notice must be received by the Administrative Agent not later than 12:00 noon (i) three Business
Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans and (ii) on the requested date of any Borrowing of Base Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans.




	2 	 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. 



	3 	 Can be one, three or six months or twelve months if consented to by all the Appropriate Lenders.




  
 Exhibit A-1 

Form of Loan Notice 













 
			
	PBF LOGISTICS LP
	
	By: PBF Logistics GP LLC, its general partner
		
	By:	 	
                     
                                         
       

		
	Name:	 	  

		
	Title:	 	  




  
 Exhibit A-1 

Form of Loan Notice 













 EXHIBIT A-2 

FORM OF SWINGLINE LOAN NOTICE 

Date:                     ,
             
  

	To:	 Wells Fargo Bank, National Association, as Administrative Agent 



Ladies and Gentlemen: 
 Reference is made to that
certain Amended and Restated Revolving Credit Agreement, dated as of July 30, 2018 (as amended, amended and 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 PBF Logistics LP (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and L/C
Issuer. 
 The undersigned hereby requests a Borrowing of Swingline Loans. 
  

	 	1.	 On
                                         
                (a Business Day).4 



 

	 	2.	 In the amount of
$                                         
   .5 


  

	 	3.	 Disbursed to              (account number)
in                          (location). 



The Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.1 of the Agreement and the first sentence of
Section 2.16(a) of the Agreement. 
  

			
	PBF LOGISTICS LP
	By: PBF Logistics GP LLC, its general partner
		
	By:	 	
                     
                                         
       

		
	Name:	 	  

		
	Title:	 	  



  

	4 	 To request a Swingline Borrowing, the Borrower shall notify the Swingline Lender of such request by telephone
(confirmed by a Swingline Loan Notice in this form by telecopy) not later than 2:00 p.m. on the day of the proposed Swingline Borrowing. 



	5 	 Each Swingline Loan shall be in a minimum principal amount of $100,000. 



  
 Exhibit A-2 

Form of Swingline Loan Notice 













 EXHIBIT B 

FORM OF NOTE 
  

			
	$[            ]	  	[            ]

 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
[                    ] (the “Lender”), on the Maturity Date (as defined in the Agreement referred to below) the principal
amount of [                     and No/100 Dollars] ($[            ]), or
such lesser principal amount of Loans (as defined in such Agreement) due and payable by the Borrower to the Lender on the Maturity Date under that certain Amended and Restated Revolving Credit Agreement dated as of July 30, 2018 (as amended,
amended and 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 the Borrower, the Lenders from time to time
party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and L/C Issuer. 
 The Borrower
promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal of
and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office in accordance with the terms of the Agreement. 

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory
prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuance of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case in accordance with and as provided in the Agreement. The Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note with respect to the date, amount, Type and maturity of its Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and, except for notices for
which provision is expressly made in the Loan Documents, notice of protest, demand, intent to accelerate, acceleration, dishonor and non-payment of this Note. 

  
 Exhibit B 

Form of Note 













 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. 
  

			
	PBF LOGISTICS LP
	By: PBF Logistics GP LLC, its general partner
		
	By:	 	
                     
                                         
       

		
	Name:	 	  

		
	Title:	 	  




  
 Exhibit B 

Form of Note 













 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	  	 Type of

Loan Made
	  	 Amount of

Loan Made
	  	 End of

Interest

Period
	  	 Amount of
Principal or
Interest

Paid This
 Date
	  	 Outstanding
Principal

Balance This

Date
	  	 Notation

Made By



  
 Exhibit B 

Form of Note 













 EXHIBIT C 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:
                     
  

	To:	 Wells Fargo Bank, National Association, as Administrative Agent under the Agreement defined below



 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Revolving Credit Agreement, dated as of July 30, 2018 (as amended, amended and
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 PBF Logistics LP (the “Borrower”), the
Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and L/C Issuer. 

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
                                 of the [Borrower/General Partner], that, as such,
he/she is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that: 
 [Use following for
fiscal year-end financial statements (not required if delivery of such financial statements is separately satisfied pursuant to the last sentence of Section 6.1 of the Agreement)] 

1. Attached hereto as Schedule 1 are the fiscal year-end audited financial statements required by Section 6.1(a) of the
Agreement, and to the extent required to be delivered to the SEC, setting forth in each case in comparative form the figures for the previous fiscal year for the fiscal year of the Borrower and its Subsidiaries ended as of the date set forth above
as the Financial Statement Date, together, in the case of audited financial statements, with the report and opinion of Deloitte & Touche LLP or an independent certified public accountant of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other
than to the extent any such qualification or exception results from (a) a potential inability to satisfy any indebtedness (including indebtedness incurred pursuant to the Agreement) or other obligations that will be due and payable as a result
of a current debt maturity or (b) a breach or anticipated breach of the financial covenants set forth in Section 7.11 of the Agreement). 

[Use following for fiscal quarter-end financial statements (not required if delivery of such financial statements is separately
satisfied pursuant to the last sentence of Section 6.1 of the Agreement)] 
 1. Attached hereto as Schedule 1 are the
unaudited financial statements required by Section 6.1(b) of the Agreement, and to the extent required to be delivered to the SEC, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year. The financial statements set forth on Schedule 1 fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries
for the periods or as of the date specified therein in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 

  
 Exhibit C 

Form of Compliance Certificate 













 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has
made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

 3. A review of the activities of the Borrower and its Subsidiaries during such fiscal period has been made under the supervision of
the undersigned with a view to determining whether during such fiscal period the Borrower and its Subsidiaries performed and observed all their Obligations under the Loan Documents [add, if applicable: except as hereinafter listed], and to
the best knowledge of the undersigned as of the date hereof no Default or Event of Default under the Agreement has occurred and is continuing as of the date hereof [add, if applicable: except the following list of each Default or Event of
Default under the Agreement, and its nature and status, that has occurred and is continuing as of the date of this Certificate]. 
 4.
The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate in all material respects on and as of the date set forth above as the Financial Statement Date.6 [Included in the footnotes of such Schedule 2 is a reconciliation of the financial definitions to include the accounts of Unrestricted Subsidiaries.]7 
 5. [Attached hereto as Schedule 3 is a management discussion and analysis
required for filings with the SEC].8 
 6. Attached hereto as Schedule 4 is an
updated Perfection Certificate.9 
 7. [Attached hereto as Schedule 5 [is a /are]
fully executed Intellectual Property Security Agreement[s] to the extent required by the Guaranty and Collateral Agreement.]10 

8. [Attached hereto as Schedule 6 is a reconciliation of the financial definitions to include the accounts of Unrestricted
Subsidiaries.]11 
  

	6 	 Calculations should be based on financials of the Borrower and its Restricted Subsidiaries.




	7 	 Not required unless a Subsidiary has been designated an Unrestricted Subsidiary. Responsible Officer may choose
to provide this certification or, alternatively, the certification in Section 8 below. 



	8 	 Not required if such management discussion and analysis has been filed with the SEC and a copy has been
delivered to Agent on or prior to the date hereof. 



	9 	 To be attached concurrently with the delivery of the financial statements referred to in Section 6.1(a) of
the Agreement or within thirty (30) days following the consummation of a Material Permitted Acquisition. 



	10 	 To be attached to the extent required by Section 6.08(c) of the Guaranty and Collateral Agreement.




	11 	 Not required unless a Subsidiary has been designated an Unrestricted Subsidiary. Responsible Officer may choose
to provide this certification or, alternatively, the certification in Section 4 above. 



  
 Exhibit C 

Form of Compliance Certificate 













 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                    , 20            . 

 

			
	PBF LOGISTICS LP
	By: PBF Logistics GP LLC, its general partner
		
	By:	 	
                     
                                         
           

		
	Name:	 	  

		
	Title:	 	  




  
 Exhibit C 

Form of Compliance Certificate 













 SCHEDULE 1 

to the Compliance Certificate 
 in
accordance with the Agreement 
 (See attached) 

  
 Exhibit C 

Form of Compliance Certificate 













 For the Fiscal Quarter/Year ended
                    , 20              (“Financial Statement
Date”) 
 SCHEDULE 2 

to the Compliance Certificate 
 in
accordance with the Agreement 
 ($ in 000’s) 
  

							
	I.	  	Section 7.11(a) – Consolidated Interest Coverage Ratio.	  	
				
		  	A.	  	Consolidated EBITDA12 for the Measurement Period:	  	
				
		  		  	 1.  Consolidated Net Income for the Measurement Period: 13
	  	
				
		  		  	 a. the net income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis for such
Measurement Period:
	  	$                    
				
		  		  	 b. extraordinary, unusual or infrequently occurring gains, losses, charges or expenses under FASB ASC 225-20:
	  	$                    
				
	        	  		  	 c. the net income (or loss) of any Restricted Subsidiary during such Measurement Period to the extent that the
declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted as of the time of determination by operation of the terms of its Organization Documents or any agreement, instrument or Law
applicable to such Restricted Subsidiary during such Measurement Period, except to the extent such income is actually distributed:
	  	$                    


 

	12 	 Calculated, for any Measurement Period, for the Borrower and its Restricted Subsidiaries on a consolidated
basis. 


 For the purposes of calculating Consolidated EBITDA for any Measurement Period (or, in the case of pro forma calculations,
during the period from the last day of such Measurement Period to and including the date as of which such calculation is made) and for the purpose of calculating compliance with any test or financial covenant hereunder, if the Borrower or any
Restricted Subsidiary shall have made a Material Disposition, Material Acquisition or Subsidiary Designation or incurred or repaid any Indebtedness during such Measurement Period, Consolidated EBITDA and the components of any such test for such
Measurement Period shall be calculated after giving pro forma effect thereto as if such Material Disposition, Material Acquisition or Subsidiary Designation or the incurrence or repayment of such Indebtedness, occurred on the first day of such
Measurement Period (as of the last date in the case of a balance sheet item) (with the Measurement Period for the purposes of pro forma calculations being the most recent period of four consecutive fiscal quarters for which the relevant financial
information has been delivered to the Administrative Agent pursuant to Section 6.1 of the Agreement). 
 As used herein, “Material
Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes common stock of any Person
and (b) involves consideration in excess of $15,000,000 or, at the Borrower’s option, a lesser amount; “Material Disposition” means any sale, transfer or other disposition of property or series of related sales, transfers
or other dispositions of property that (i) involves assets comprising all or substantially all of an operating unit of a business or involves common stock of any Person owned by the Borrower and the Restricted Subsidiaries and
(ii) involves consideration in excess of $15,000,000. 
 See also line item I.A.21 below. 

 

	13 	 Please indicate whether line items are net gains or losses. 



  
 Exhibit C 

Form of Compliance Certificate 














							
		  		  	 d. except as provided in clause (e) below, any income (or loss) for such Measurement Period of any Person
if such Person is not the Borrower or a Restricted Subsidiary:
	  	$                    
				
	        	  		  	 e. net income actually distributed in cash during such Measurement Period to the Borrower or any Restricted Subsidiary
from any Joint Venture or other Person that is not a Restricted Subsidiary (other than any dividends or other distributions in cash that are extraordinary, unusual, infrequent or non-recurring in nature) and, in the case of a dividend or other
distribution to a Restricted Subsidiary that is not a Loan Party, such Restricted Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (c) above:
	  	$                    
				
		  		  	Consolidated Net Income for the Measurement Period (Lines I.A.1.a - I.A.1.b - I.A.1.c - I.A.1.d + I.A.1.e):	  	$                    
				
		  		  	 2.  Consolidated Interest Charges:
	  	
				
		  		  	 a. all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money
or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP:
	  	$                    
				
		  		  	 b. the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP:
	  	$                    
				
		  		  	 c. net payments (or minus their net receipts) under Swap Contracts with respect to interest rates:
	  	$                    
				
		  		  	 d. all interest income of the type described in clauses (a) through (c) above:
	  	$                    
				
		  		  	 Consolidated Interest Charges (Lines I.A.2.a + I.A.2.b + I.A.2.c - I.A.2.d)
	  	$                    
				
		  		  	 3.  Taxes (including taxes based on income, profits, capital gains, property excise,
franchise, capital, stamp, sales, value-added withholdings and similar Federal, state, local or foreign taxes, and including penalties and interest thereon) payable (without duplication, net of, tax credits applicable to any of the
foregoing):
	  	$                    
				
		  		  	 4.  Depreciation and amortization expense:
	  	
$                  
  

				
		  		  	 5.  Non-cash compensation expenses and charges:
	  	
$                  
  

				
		  		  	 6.  Unrealized net losses in the fair market value of any Swap Contract:
	  	
$                  
  



  
 Exhibit C 

Form of Compliance Certificate 














							
		  		  	 7.  Other non-cash items reducing Consolidated Net Income:
	  	$                    
				
	        	  		  	 8.  Fees and expenses incurred in connection with the Transactions:
	  	$                    
				
		  		  	 9.  Accruals, fees, charges and expenses incurred in connection with the proposed or
consummated incurrence or repayment of any Indebtedness permitted by Section 7.2, the proposed or consummated making of any Investment (including any Permitted Acquisition) permitted by Section 7.3 (in each case of or by the
Borrower and its Restricted Subsidiaries for such Measurement Period), the proposed or consummated making of any Disposition permitted by Section 7.5 or proposed or consummated issuance of Equity Interests in a public offering (including, in
each case, professional fees, charges, expenses and underwriting, banking and advisory fees, charges and expenses):
	  	$                    
				
		  		  	 10.  Any extraordinary, exceptional, non-recurring, infrequent or unusual gains or
losses:
	  	$                    
				
		  		  	 11.  Any net loss from disposed, abandoned or discontinued operations or product
lines:
	  	$                    
				
		  		  	 12.  (A) the Consolidated EBITDA during the relevant period of four consecutive
fiscal quarters of any Person acquired as a result of a Permitted Acquisition (including any Limited Condition Acquisition) determined on a Pro Forma Basis, and (B) the amount of “run rate” and other cost savings, operating expense
reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized in connection with the Transactions or such Permitted Acquisition (including any Limited Condition Acquisition) or the implementation of an
operational initiative or operational change (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost
savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) a duly
completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with this Compliance Certificate, certifying that (i) such cost savings, operating expense reductions, other operating
improvements and synergies are factually supportable and reasonably anticipated to be realizable in the good faith judgment of the Borrower, within 12 months after the Transactions, the consummation of a Permitted Acquisition (including any
	  	$                    


  
 Exhibit C 

Form of Compliance Certificate 














							
	        	  		  	 Limited Condition Acquisition) or the implementation of an initiative or operational change, which is expected to
result in such cost savings, expense reductions, other operating improvements or synergies and (y) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause 12 to the extent duplicative of any expenses
or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period14; provided, that in no event shall amounts included in the
calculation of Consolidated EBITDA in reliance upon this clause 12(B) and clause 13(A), (B) and (E) together comprise more than 15% of Consolidated EBITDA in the aggregate:
	  	
				
		  		  	 13.  (A) any one-time costs incurred in connection with acquisitions and costs related
to the closure and/or consolidation of facilities, retention, recruiting, relocation, (B) cash signing bonuses and expenses, stock option and other cash equity-based compensation expenses and stay bonuses, (C) any losses and expenses in connection
with severance, relocation costs or payments and curtailments or modifications to pension and post-retirement employee benefit plans, (D) the amount of any restructuring charges, integration costs, retention charges or other business optimization
expenses, including, without limitation, costs associated with improvements to IT and accounting functions, costs associated with establishing new facilities, costs or reserves deducted (and not added back) in such period in computing Consolidated
Net Income and (E) the amount of customary indemnities and expenses related thereto paid or accrued in such period and deducted (and not added back) in such period in computing Consolidated Net Income; provided, that in no event shall amounts
included in the calculation of Consolidated EBITDA in reliance upon clause 12(B) and this clause 13(A), (B) and (E) together comprise more than 15% of Consolidated EBITDA in the aggregate:
	  	$                    
				
		  		  	 14.  Earn-out obligations with respect to any Permitted Acquisitions (including any
Limited Condition Acquisition) or other investment and paid or accrued during the applicable period to the extent such earn-out obligations are deducted from the calculation of such Consolidated Net Income:
	  	$                    

  

	14 	 Responsible Officer certificate to accompany this Compliance Certificate. 



  
 Exhibit C 

Form of Compliance Certificate 














							
	        	  		  	 15.  Any costs or expense incurred pursuant to any management equity plan or stock
plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent such costs or expenses are funded with cash proceeds of third Persons that are not Loan Parties contributed to the
capital of Borrower or any Subsidiary:
	  	$                    
				
		  		  	 16.  Cash proceeds received from business interruption insurance and reimbursements of
any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted under the Agreement15:
	  	$                    
				
		  		  	 17.  Unrealized net gains in the fair market value of any Swap Contract:
	  	$                    
				
		  		  	 18.  Non-cash items increasing Consolidated Net Income (to the extent consistent with
GAAP, other than the accrual of revenue or recording of receivables in the ordinary course of business) (in each case of or by the Borrower and its Restricted Subsidiaries for such Measurement Period):
	  	$                    
				
		  		  	 19.  Any net gains from disposed, abandoned or discontinued operations or product
lines:
	  	$                    
				
		  		  	 20.  Consolidated EBITDA prior to giving effect to any pro forma adjustments detailed
in clause (21) below, (Lines I.A.1 + I.A.2 +I.A.3 + I.A.4 + I.A.5 + I.A.6 + I.A.7 + I.A.8 + I.A.9 + I.A.10 + I.A.11 + I.A.12 + I.A.13 + I.A.14 + I.A.15 + I.A.16 – I.A.17 – I.A.18 – I.A.19):
	  	$                    
				
		  		  	 21.  Adjustments to give pro forma effect to a Material Acquisition16
	  	$                    
				
		  		  	 22.  Consolidated EBITDA after giving effect to any pro forma adjustments detailed in
clause (21) above, (Lines I.A.20 + I.A.21):17
	  	$                    
		
		  	 B. Consolidated Interest Charges for purposes of the Consolidated Interest Coverage Ratio:

			
		  	 1. Line I.A.2:
	  	$                    
			
		  	 2. amortization of debt discount and debt issuance commission, fees and expenses (including, for the
avoidance of doubt, any AHYDO catch-up payments) and any charges or losses as a result of the early retirement of Indebtedness:
	  	$                    


 

	15 	 To the extent not already included in Consolidated Net Income and to the extent consistent with GAAP.




	16 	 A “Material Acquisition” means any acquisition of property or series of related acquisitions
of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes common stock of any Person and (b) involves consideration in excess of $15,000,000. This adjustment may reflect
(A) pro forma adjustments to the extent permitted to be reflected in pro forma financial statements prepared in accordance with Article 11 of Regulation S-X under the Securities Exchange Act of 1934 or (B) other adjustments satisfactory to
the Administrative Agent in its sole discretion (not to be unreasonably withheld, conditioned or delayed). 



	17 	 Additions to Consolidated Net Income are only to the extent deducted in the calculation thereof and deductions
to Consolidated Net Income are only to the extent included in the calculation thereof. 



  
 Exhibit C 

Form of Compliance Certificate 














							
		  	 3. any fees paid in connection with the Agreement, or any other facility for borrowed money permitted
hereunder or paid in connection with the Transactions, any Permitted Acquisition or other Investment permitted hereunder:
	  	$                    
		  	 4. Indebtedness or lease issuance costs that are amortized:
	  	$                    
		  	 5. any principal components paid on lease payments:
	  	$                    
		  	 6. expenses paid in connection with amendments of Indebtedness (whether successful or not):
	  	$                    
		  	 7. any expense resulting from the discounting of Indebtedness in connection with the application of
purchase accounting in connection with any acquisition:
	  	$                    
		  	 Consolidated Interest Charges for Purposes of the Consolidated Interest Coverage Ratio (Lines I.B.1 - I.B.2
- I.B.3 - I.B.4 - I.B.5 - I.B.6 - I.B.7):
	  	
				
		  		  	C. Consolidated Interest Coverage Ratio (Line I.A.22 ÷ Line I.B):	  	             to 1.00
			
		  	Minimum Required:	  	2.50 to 1.00
			
	II.	  	Section 7.11(b) – Consolidated Total Leverage Ratio.	  	
				
		  		  	 A. Consolidated Funded Indebtedness as of the Financial Statement Date:
	  	
				
		  		  	 1.  Consolidated Funded Indebtedness as of the Financial Statement Date:
	  	
				
		  		  	 a. the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the
Loans hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments representing obligations for borrowed money:
	  	$                    
				
		  		  	 b. the outstanding principal amount of all Attributable
Indebtedness18:
	  	$                    


 

	18 	 “Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease
of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized amount of the
remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or
instrument were accounted for as a Capitalized Lease. 



  
 Exhibit C 

Form of Compliance Certificate 














							
		  		  	 c. all unreimbursed obligations under bankers’ acceptances and similar instruments and drawn letters of credit;
provided that any unreimbursed amount under letters of credit shall not constitute Consolidated Funded Indebtedness until three Business Days after such amount is drawn:
	  	$                    
				
		  		  	 d. the outstanding principal amount of all obligations in respect of the deferred purchase price of property or
services (other than accounts payable in the ordinary course of business) required to be reflected on the balance sheet as a liability in accordance with GAAP:
	  	$                    
				
		  		  	 e. all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through
(d) above of Persons other than the Borrower or any Restricted Subsidiary:
	  	$                    
				
		  		  	 f. all Indebtedness of the types referred to in clauses (a) through (d) above of any partnership or Joint
Venture (other than a Joint Venture that is itself a corporation or limited liability company) in which the Borrower or a Restricted Subsidiary is a general partner, to the extent the Borrower or such Restricted Subsidiary is directly liable for the
payment of such Indebtedness:
	  	$                    
				
		  		  	 g. Swap Obligations:
	  	$                    
				
		  		  	 h. Unrestricted (other than to the extent restricted as result of the Lien created by any Loan Document) cash and Cash
Equivalents of the Borrower and its Restricted Subsidiaries (i) without limit so long as there are no outstanding Loans (including Swingline Loans) and (ii) at any other time up to $35,000,000:
	  	$                    
				
		  		  	 Consolidated Funded Indebtedness (Lines II.A.1.a + II.A.1.b + II.A.1.c + II.A.1.d + II.A.1.e + II.A.1.f [- II.A.1.g] -
II.A.1.h):
	  	$                    
				
		  	B.	  	Consolidated EBITDA for the Measurement Period (Line I.A.22):	  	$                    
				
		  	C.	  	Consolidated Total Leverage Ratio (Line II.A.1 ÷ Line II.B):	  	             to 1.00
			
		  	Maximum Permitted under Section 7.11(b):	  	[4.50 to 1.00] [Step-Up, if any]19


 

	19 	 Upon the consummation of a Material Permitted Acquisition and until the earlier of (a) two-hundred seventy
days immediately thereafter and (b) the date that the Borrower elects to end the Step-Up (as defined below) (the period described in clauses (a) and (b), the “Increase Period”), then, if elected by the
Borrower by written notice to the Administrative Agent given on or prior to the date of such Material Permitted Acquisition, the maximum permitted Consolidated Total Leverage Ratio shall be increased by 0.50 to 1.00 above the otherwise relevant
level (the “Step-Up”) during such Increase Period; provided that following the end of a particular Increase Period, the Borrower may not elect another Step-Up until the Consolidated Total Leverage Ratio has been complied with
for at least one Measurement Period without giving effect to any Step-Up. A “Material Permitted Acquisition” means any Permitted Acquisition by the Borrower or any Restricted Subsidiary for consideration in excess of $15,000,000.




  
 Exhibit C 

Form of Compliance Certificate 














							
	III.	  	Section 7.11(c) – Consolidated Senior Secured Leverage Ratio.
				
		  	 A.
	  	Consolidated Senior Secured Indebtedness:	  	
				
		  		  	 1.  Consolidated Funded Indebtedness as of the Financial Statement Date (Line
II.A.1):
	  	$                    
				
		  		  	 2.  Consolidated Funded Indebtedness that is not secured by a Lien as of the Financial
Statement Date:
	  	$                    
				
		  		  	 3   Unrestricted (other than to the extent restricted as result of the Lien
created by any Loan Document) cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries (i) without limit so long as there are no outstanding Loans (including Swingline Loans) and (ii) at any other time up to $25,000,000:
	  	$                    
				
		  		  	 4.  Consolidated Senior Secured Indebtedness (Line III.A.1 – Line III.A.2 –
Line III.A.3):
	  	$                    
				
		  	B.	  	Consolidated EBITDA (Line I.A.22):	  	$                    
				
		  	C.	  	Consolidated Senior Secured Leverage Ratio (Line III.A.3 ÷ Line III.B.):	  	             to 1.00
				
		  		  	Maximum Permitted under Section 7.11(c):	  	3.50 to 1.00


  
 Exhibit C 

Form of Compliance Certificate 













 SCHEDULE 3 

to the Compliance Certificate 
 in
accordance with the Agreement 

  
 Exhibit C 

Form of Compliance Certificate 













 SCHEDULE 4 

to the Compliance Certificate 
 in
accordance with the Agreement 

  
 Exhibit C 

Form of Compliance Certificate 













 SCHEDULE 5 

to the Compliance Certificate 
 in
accordance with the Agreement 

  
 Exhibit C 

Form of Compliance Certificate 













 SCHEDULE 6 

to the Compliance Certificate 
 in
accordance with the Agreement 

  
 Exhibit C 

Form of Compliance Certificate 













 EXHIBIT D-1 

ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]20 Assignor identified in item 1 below ([the][each, an] “Assignor”) and
[the][each]21 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]22 hereunder are several and not joint.]23 Capitalized terms used but not defined herein shall have the meanings given to them in the
Amended and Restated Revolving Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and
[the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the Credit Agreement
identified below (including, without limitation, the Swingline Loans and the Letters of Credit included in the revolving credit facility established thereunder) and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 
  

	1.	 Assignor[s]:
                                         
                


  

                    
                                      

 

	2.	 Assignee[s]:
                                         
                


  

                    
                                      

 

	20 	 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a
single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 



	21 	 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a
single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 



	22 	 Select as appropriate. 



	23 	 Include bracketed language if there are either multiple Assignors or multiple Assignees. 




  
 Exhibit D-1 

Form of Assignment and Assumption 













 [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 

 

	3.	 Borrower: PBF Logistics LP 



 

	4.	 Administrative Agent: Wells Fargo Bank, National Association, as the administrative agent under the
Credit Agreement 


  

	5.	 Credit Agreement: Amended and Restated Revolving Credit Agreement dated as of July 30, 2018, among
PBF Logistics LP, as the Borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and L/C Issuer 



 

	6.	 Assigned Interest[s]: 



 

																	
	
Assignor[s]24
	  	
Assignee[s]25
	  	 Aggregate

Amount of
 Commitment/Loans

for all Lenders26
	  	Amount of
Commitment/
Loans
Assigned	 	  	Percentage
Assigned of
Commitment/
Loans27	 	  	CUSIP
Number	 
		  		  	$                    	  	 	$                    	 	  	 	                     %	 	  			
		  		  	$                    	  	 	$                    	 	  	 	                     %	 	  			
		  		  	$                    	  	 	$                    	 	  	 	                     %	 	  			

  

	[7.	 Trade Date:
                                    ]28 


 Effective Date:
                    , 20              [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment and Assumption
are hereby agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Title:
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Title:


  

	24 	 List each Assignor, as appropriate. 



	25 	 List each Assignee, as appropriate. 



	26 	 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the Effective Date. 



	27 	 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.




	28 	 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined
as of the Trade Date. 



  
 Exhibit D-1 

Form of Assignment and Assumption 














			
	[Consented to and]29 Accepted:
	
	WELLS FARGO, NATIONAL ASSOCIATION, as
	Administrative Agent
		
	By:	 	
                     
                                         
   

		 	Title:
	
	[Consented to:]30
		
	By:	 	  

		 	Title:

  

	29 	 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.




	30 	 To be added only if the consent of the Borrower and/or other parties (e.g., L/C Issuer) is required by the
terms of the Credit Agreement. 



  
 Exhibit D-1 

Form of Assignment and Assumption 













 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
  

	1.	 Representations and Warranties. 



1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the
relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Restricted
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the
requirements to be an assignee under Section 10.6(b)(iii)and (c)(i) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.6(b)(iii) of the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1
thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and
to purchase [the][such] Assigned Interest, and (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees
that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

  
 Exhibit D-1 

Form of Assignment and Assumption 













 2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the
relevant] Assignee for amounts which have accrued from and after the Effective Date. 
 3. 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 D-1 

Form of Assignment and Assumption 













 EXHIBIT D-2 

FORM OF ADMINISTRATIVE QUESTIONNAIRE 

[Form of Administrative Questionnaire follows this cover page.] 

  
 Exhibit D-2 

Form of Administrative Questionnaire 













 PBF LOGISTICS LP 

$500,000,000 SENIOR CREDIT FACILITY 

ADMINISTRATIVE DETAILS FORM 
  

	
	 It is very important that all of
the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal
entity.


  

	
	Legal Name of Lender to appear in Documentation:
                                         
                       
	
	Signature Block Information:
                                         
                                         
                                         
                                         



                          
   Signing Credit
Agreement:                                       
             Yes                           
                                     No 

                        
    Coming in via
Assignment:                                       
             Yes                           
                                     No 

Type of
Lender:                                        
                                         
                                         
                                         
     (Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle or Other, please specify) 

 

					
	Taxpayer ID Number:	  	  
	  	
			
	MEI Number:	  	  
	  	

  

					
	Foreign Entity:	  	Yes             No             	  	

 If yes, please complete and return appropriate FOREIGN IRS Form (usually Form W-8BEN or W-ECI) as well as
provide SWIFT Code for Patriot Act certification purposes and fill out the 2 below fields: 

SWIFT                      
                    
 Country of Origin
                         

FOR INTERNAL PURPOSES ONLY (FOREIGN INSTITUTIONS) 

Patriot Act Certification Effective Date:
                                         
            
 Patriot Act Certification Expiration Date:
                                         
          

  
 Exhibit D-2 

Form of Administrative Questionnaire 














							
	Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc.
		  	Primary Credit Contact	  		  	Secondary Credit Contact
				
	Name:	  	  
	  		  	  

	Title:	  	  
	  		  	  

	Address:	  	  
	  		  	  

		  	  
	  		  	  

	Telephone:	  	  
	  		  	  

	Facsimile:	  	  
	  		  	  

	E-Mail Address:	  	  
	  		  	  

		  	Primary Operations Contact	  		  	Secondary Operations Contact
				
	Name:	  	  
	  		  	
	Title:	  	  
	  		  	  

	Address:	  	  
	  		  	  

		  	  
	  		  	  

	Telephone:	  	  
	  		  	  

	Facsimile:	  	  
	  		  	  

	E-Mail Address:	  	  
	  		  	  

		  	Primary L/C Contact	  		  	Secondary L/C Contact
				
	Name:	  	  
	  		  	  

	Title:	  	  
	  		  	  

	Address:	  	  
	  		  	  

		  	  
	  		  	  

	Telephone:	  	  
	  		  	  

	Facsimile:	  	  
	  		  	  

	E-Mail Address:	  	  
	  		  	  

		  	Electronic Distribution	  	Contact	  	Information
				
	Name:	  	  
	  	Address cont’d:	  	  

	Title:	  	  
	  	Telephone:	  	  

	Address:	  	  
	  	E-Mail Address:	  	  



  
 Exhibit D-2 

Form of Administrative Questionnaire 














			
		 	Lender’s Domestic Wire Instructions
		
	Bank Name:	 	  

	City and State:	 	  

	ABA/Routing No.:	 	  

	Account Name:	 	  

	Account No.:	 	  

	FFC Account Name:	 	  

	FFC Account No.:	 	  

	Attention:	 	  

	Reference:	 	  

		
		 	Lender’s Foreign Wire Instructions (please include wiring instructions for EACH currency as applicable)
		
	Bank Name:	 	  

	ABA/Routing No.:	 	  

	Account Name:	 	  

	Account No.:	 	  

	FFC Account Name:	 	  

	FFC Account No.:	 	  

	Attention:	 	  

	Reference:	 	  

	SWIFT:	 	  

	Country of Origin:	 	  



                       
     , hereby authorizes Wells Fargo Bank to rely on the payment instructions contained in this Administrative Details Form. 

By:
                                         
    

Its:                         
                     

  
 Exhibit D-2 

Form of Administrative Questionnaire 













 TAX REPORTING INFORMATION (PLEASE REVIEW THE INFORMATION BELOW AND SUBMIT THE APPROPRIATE IRS TAX FORM
ALONG WITH THIS COMPLETED ADMINISTRATIVE DETAILS QUESTIONNAIRE). 
 SECTION
2.                         Tax Documents 

U.S. DOMESTIC INSTITUTIONS: 
 If your institution
is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original
Form W-9. 
  

	 	❑	 Attach Form W-9 for current Tax Year 



	 	❑	 Confirm Tax ID Number: 



FOREIGN INSTITUTIONS: 
 I. Corporations:
 
 If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the
interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: 
 a.) Form
W-8BEN (Certificate of Foreign Status of Beneficial Owner),  
 b.) Form W-8ECI (Income Effectively
Connected to a U.S. Trade or Business), 
 c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency).  

A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN for certain institutions
claiming the benefits of a tax treaty with the U.S. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted. 

❑ Attach Form W-8 for current Tax Year 

❑ Confirm Tax ID Number: 

II. Flow-Through Entities: 
 If your
institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form
W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities
other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted. 
 ❑ Attach Form W-8 for current Tax Year 

❑ Confirm Tax ID Number:
                     
 Pursuant to
the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject
your institution to U.S. tax withholding. 

  
 Exhibit D-2 

Form of Administrative Questionnaire 













 EXHIBIT E 

FORM OF PERFECTION CERTIFICATE 

[Form of Perfection Certificate follows this cover page.] 

  
 Exhibit E 

Form of Perfection Certificate 













 Execution Version 

PERFECTION CERTIFICATE 

In connection with the proposed transactions by and among PBF Logistics LP (the “Debtor”), Wells Fargo Securities, LLC and
Wells Fargo Bank, National Association as administrative agent (the “Administrative Agent”), the Debtor hereby certifies on behalf of itself and the other grantors specified below (the “Grantors”) as follows: 

I. CURRENT INFORMATION 
 A.
Legal Names, Organizations, Jurisdictions of Organization and Organizational Identification Numbers. The full and exact legal name (as it appears in each respective certificate or articles of incorporation, limited liability membership
agreement or similar organizational documents, in each case as amended to date), the type of organization, the jurisdiction of organization (or formation, as applicable), and the organizational identification number (not tax i.d. number) of the
Debtor and each other Grantor are as follows: 
  

									
	 Name of Debtor/Grantor
	  	 Type of Organization

(e.g. corporation, limited
 liability
company,
 limited partnership)
	  	 Jurisdiction

of
 Organization/

Formation
	  	 Organizational

Identification

Number
	 
	 PBF Logistics LP
	  	Limited Partnership	  	DE	  	 	130226994	 
	 Delaware City Terminaling Company LLC
	  	Limited Liability Company	  	DE	  	 	130283362	 
	 Toledo Terminaling Company LLC
	  	Limited Liability Company	  	DE	  	 	141349346	 
	 PBF Logistics Finance Corporation
	  	Corporation	  	DE	  	 	150568526	 
	 Delaware City Logistics Company LLC
	  	Limited Liability Company	  	DE	  	 	150449820	 
	 Delaware Pipeline Company LLC
	  	Limited Liability Company	  	DE	  	 	100312707	 
	 PBF Logistics Products Terminals LLC
	  	Limited Liability Company	  	DE	  	 	5936139	 
	 PBFX Operating Company LLC
	  	Limited Liability Company	  	DE	  	 	6130276	 
	 Torrance Valley Pipeline Company LLC
	  	Limited Liability Company	  	DE	  	 	5840676	 
	 Paulsboro Natural Gas Pipeline Company LLC
	  	Limited Liability Company	  	DE	  	 	2646324	 













 B. Chief Executive Offices and Mailing Addresses. The chief executive
office address and the preferred mailing address (if different than chief executive office) of the Debtor and each other Grantor are as follows: 
  

					
	 Name of Debtor/Grantor
	  	 Address of Chief Executive

Office (or for natural persons,

residence)
	  	 Mailing Address (if different

than CEO or residence)

	PBF Logistics LP	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	Delaware City Terminaling Company LLC	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	Toledo Terminaling Company LLC	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	PBF Logistics Finance Corporation	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	Delaware City Logistics Company LLC	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	Delaware Pipeline Company LLC	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	PBF Logistics Products Terminals LLC	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	PBFX Operating Company LLC	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	Torrance Valley Pipeline Company LLC	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	
	Paulsboro Natural Gas Pipeline Company LLC	  	 1 Sylvan Way, Parsippany, New

Jersey 07054
	  	

 C. Special Debtors. Except as specifically identified below none of the Grantors

 is a: (i) transmitting utility (as defined in Section 9-102(a)(80)), (ii) primarily engaged in farming
operations (as defined in Section 9-102(a)(35)), (iii) a trust, (iv) a foreign air carrier within the meaning of the federal aviation act of 1958, as amended or (v) a branch or agency of a bank
which bank is not organized under the law of the United States or any state thereof. None. 
  

			
	 Name of Debtor/Grantor
	  	 Type of Special Grantor



D. Trade Names/Assumed Names. 

Current Trade Names. Set forth below is each trade name or assumed name currently used by the Debtor or any other Grantor or by which
the Debtor or any Grantor is known or is transacting any business: None 
  

			
	 Debtor/Grantor
	  	 Trade/Assumed Name



  
 2 













 E. Changes in Names, Jurisdiction of Organization or Corporate Structure. 

Except as set forth below, neither the Debtor nor any other Grantor has changed its name, jurisdiction of organization or its corporate
structure in any way (e.g. by merger, consolidation, change in corporate form, change in jurisdiction of organization or otherwise) within the past five (5) years: 
  

					
	 Debtor/Grantor
	  	 Date of Change
	  	 Description of Change

	Delaware City Terminaling Company LLC	  	September 30, 2014	  	Delaware City Terminaling Company II LLC merger with and into Delaware City Terminaling Company LLC

 F. Prior Addresses. 

Except as set forth below, neither the Debtor nor any other Grantor has changed its chief executive office within the past five
(5) years: None 
  

			
	 Debtor/Grantor
	  	 Prior Address/City/State/Zip Code



G. Acquisitions of Equity Interests or Assets. 

Except as set forth below, neither the Debtor nor any Grantor has acquired the equity interests of another entity or substantially all the
assets of another entity within the past five (5) years: 
  

					
	 Debtor/Grantor
	  	 Date of

Acquisition
	  	 Description of Acquisition

	PBF Logistics LP	  	May 14, 2014	  	Contribution from PBF Energy Company LLC of ownership interests in Delaware City Terminaling Company LLC
			
	PBF Logistics LP	  	December 11, 2014	  	Contribution from PBF Energy Company LLC of ownership interests in Toledo Terminaling Company LLC
			
	PBF Logistics LP	  	May 14, 2015	  	Contribution from PBF Energy Company LLC of ownership interests in Delaware Pipeline Company LLC
			
	PBF Logistics LP	  	September 30, 2014	  	Contribution from PBF Energy Company LLC of ownership interests in Delaware City Terminaling Company II LLC
			
	PBF Logistics LP	  	August 31, 2016	  	Contribution from PBF Energy Company LLC of 50% membership interest in Torrance Valley Pipeline Company LLC


  
 3 














					
	 Debtor/Grantor
	  	 Date of

Acquisition
	  	 Description of Acquisition

			
	PBF Logistics LP	  	February 28, 2017	  	Contribution from PBF Energy Company LLC of ownership interests in Paulsboro Natural Gas Pipeline Company LLC


  
 4 













 H. Corporate Ownership and Organizational Structure. 

Attached as Exhibit A hereto is a true and correct chart showing the ownership relationship of the Debtor and all of its subsidiaries. 

II. INFORMATION REGARDING CERTAIN COLLATERAL 

A. Investment Related Property 

1. Equity Interests. Set forth below is a list of all equity interests owned by the Debtor and each
Grantor together with the type of organization which issued such equity interests (e.g. corporation, limited liability company, partnership or trust): 
  

																							
	 Debtor/

Grantor
	  	 Issuer
	  	 Type of

Organization
	  	 # of

Shares

Owned
	 	  	 Total

Shares

Outstanding
	 	  	 % of

Interest

Pledged
	 	 	 Certificate

No.
 (if uncertificated,

please

indicate so)
	  	 Par

Value
	 
	 PBF Logistics LP
	  	Delaware City Terminaling Company LLC	  	Limited Liability Company	  	 	1	 	  	 	1 Unit	 	  	 	100	% 	 	Uncertificated	  			
	 PBF Logistics LP
	  	Toledo Terminaling Company LLC	  	Limited Liability Company	  	 	1	 	  	 	1 Unit	 	  	 	100	% 	 	Uncertificated	  			
	 PBF Logistics LP
	  	PBF Logistics Finance Corporation	  	Corporation	  	 	100	 	  	 	100	 	  	 	100	% 	 	#1	  	$	0.01	 
	 PBF Logistics LP
	  	Delaware Pipeline Company LLC	  	Limited Liability Company	  	 	1	 	  	 	1 Unit	 	  	 	100	% 	 	Uncertificated	  			


  
 5 














																							
	 PBF Logistics LP
	  	Delaware City Logistics Company LLC	  	Limited Liability Company	  	 	1	 	  	 	1 Unit	 	  	 	100	% 	 	Uncertificated	  			
	 PBF Logistics LP
	  	PBF Logistics Products Terminals LLC	  	Limited Liability Company	  	 	1	 	  	 	1 Unit	 	  	 	100	% 	 	#1	  			
	 PBF Logistics LP
	  	PBFX Operating Company LLC	  	Limited Liability Company	  	 	1	 	  	 	1 Unit	 	  	 	100	% 	 	Uncertificated	  			
	 PBFX Operating Company LLC
	  	Torrance Valley Pipeline Company LLC	  	Limited Liability Company	  	 	1	 	  	 	2 Units	 	  	 	50	% 	 	Uncertificated	  			
	 PBFX Operating Company LLC
	  	Paulsboro Natural Gas Pipeline Company LLC	  	Limited Liability Company	  	 	1	 	  	 	1 Unit	 	  	 	100	% 	 	#3	  			

 2. Securities Accounts. Set forth below is a list of all of the Debtor’s and
the Grantors’ securities accounts. None 
  

							
	 Debtor/Grantor
	  	 Type of Account
	  	 Name & Address of

Financial Institutions
	  	 Contents



3. Deposit Accounts. Set forth below is a list of all of the Debtor’s and the Grantors’ bank
accounts (checking, savings, money market or the like): 
 On file with the Partnership. 

  
 6 













 4. Debt Securities & Instruments. Set
forth below is a list of all debt securities and instruments owed to the Debtor or any other Grantor: None 
  

							
	 Debtor/Grantor
	  	 Issuer of Instrument
	  	 Principal Amount of

Instrument
	  	 Maturity Date



5. Letter of Credit Rights. Set forth below is a list of all letters of credit issued in favor of the Debtor or
any other Grantor, as beneficiary thereunder: None 
  

									
	 Issuer
	  	 Beneficiary
	  	 Principal Amount
	  	 Date of

Issuance
	  	 Maturity Date



B. Intellectual Property. Set forth below is a list of all copyrights, patents, and trademark, all
applications and licenses thereof and other intellectual property owned or used, or hereafter adopted, held or used, by the Debtor and each other Grantor: 

1. Copyrights, Copyright Applications and Copyright Licenses - None 

 

									
	 Debtor/Grantor
	  	 Title
	  	 Filing Date/Issued Date
	  	 Status
	  	 Application/

Registration

No.



 

	
	 2.Patents, Patent Applications and Patent Licenses - None


  

									
	 Debtor/Grantor
	  	 Title
	  	 Filing Date/Issued Date
	  	 Status
	  	 Application/

Registration

No.



 

  
 7 














	
	 3. Trademarks, Trademark Applications and Trademark -


  

									
	 Debtor/Grantor
	  	 Title
	  	 Filing Date/Issued Date
	  	 Status
	  	 Application/

Registration

No.

	PBF Logistics LP	  	Licensed Trademarks	  	 11/13/2012
  

8/28/2013
  

5/31/2011
  

3/20/2012
  

10/18/11
	  	 Registered
  

Registered
  

Registered
  

Registered
  

Registered
	  	 4240811
  

TMA858800
  

3971638
  

4115169
  

4040498


 C. Tangible Personal Property in Possession of Warehousemen, Bailees and Other Third Parties.
Except as set forth below, no persons (including, without limitation, warehousemen and bailees) other than the Debtor or any other Grantor have possession of any material amount (fair market value of $250,000 or more) of tangible personal property
of the Debtor or any other Grantor: None 
  

							
	 Debtor/Grantor
	  	 Address/City/State/Zip Code
	  	 County
	  	 Description of

Assets and

Value



D. Real Estate and Related UCC Collateral 

1. Real Property Interests. Set forth below are all the locations where the Debtor or any other Grantor
owns or leases from any of its subsidiaries any real property interest including, without limitation, pipeline rights of way, easements, leases, multiple line easements, oil, gas and other mineral property rights and undivided record title or
operating rights interests in the properties along with the Debtor’s good faith estimate of the current fair market value of such real property: 
 On
file with the Partnership. 
 2. “As Extracted” Collateral. Set forth below are all the locations
where the Debtor or any other Grantor owns, leases or has an interest in any wellhead or minehead: None 
  

					
	 Debtor/Grantor
	  	 Address/City/State/Zip Code
	  	 County



  
 8 













 3. Timber to be Cut. Set forth below are all locations where
the Debtor or any other Grantor owns goods that are timber to be cut: None 
  

					
	 Debtor/Grantor
	  	 Address/City/State/Zip Code
	  	 County



4. Flood Hazard Property. Set forth below is a schedule of any owned real property or real property
leased from its subsidiaries on which a building (defined as required by regulation) or mobile home is located: 
  

					
	 Debtor/Grantor
	  	 Address/City/State/Zip Code/County
	  	 Type of

Building

	Delaware City Terminaling Company LLC	  	Parcel Nos. 12-007.00-007 and 12-007.00-023 (“Loop Track”),
New Castle, DE	  	 Motor Control Center (MCC) building with controls and lighting

1400 square foot office/change room

			
	PBF Logistics Products Terminals LLC	  	Block 50, Lot 11, Borough of Paulsboro, NJ, Gloucester County	  	 Multiple buildings, including an office, loading racks and a garage

Multiple tanks

			
	PBF Logistics Products Terminals LLC	  	6700R Essington Avenue and 6400 West Passyunk Avenue, Philadelphia County	  	Multiple tanks
			
	Delaware City Terminaling Company LLC	  	Lot 2B-2 Parcel No. 12-014.00-003 (“West Ladder Rack”), New Castle, DE	  	Multiple 1-story buildings totaling 837 square feet
			
	Paulsboro Natural Gas Pipeline Company LLC	  	24” natural gas pipeline from the Texas Eastern connection near the Philadelphia Airport to the Paulsboro Refinery, Delaware County and Gloucester County	  	 24 inch Pipeline and multiple abandoned natural gas pipelines

Runs along shoreline of a refinery



  
 9 














					
	 Debtor/Grantor
	  	 Address/City/State/Zip Code/County
	  	 Type of

Building

	Delaware Pipeline Company LLC	  	 Lot 3B-1 Parcel
No. 12-008.00-017, New Castle,
 DE
	  	Office building
			
	Delaware City Logistics Company LLC	  	 Lot 3B-3 Parcel
No. 12-014.00-002, New Castle,
 DE
	  	 Tank farm
 Buildings including truck bays,
terminal office and aux office building



  
 10 













 IN WITNESS WHEREOF, the undersigned hereto has caused this Perfection Certificate to be
executed as of this 28th day of March, 2018 by its officer thereunto duly authorized. 
  

			
	PBF LOGISTICS LP
	By: PBF Logistics GP LLC, its general partner
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary

	
	DELAWARE CITY TERMINALING COMPANY LLC
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary

	
	TOLEDO TERMINALING COMPANY LLC
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary

	
	PBF LOGISTICS FINANCE CORPORATION
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary




  
 11 













 
			
	DELAWARE CITY LOGISTICS COMPANY LLC
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary

	
	DELAWARE PIPELINE COMPANY LLC
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary

	
	PBFX OPERATING COMPANY LLC
	By:	 	PBF LOGISTICS LP, SOLE MEMBER
	By:	 	PBF LOGISTICS GP LLC, ITS GENERAL PARTNER
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary

	
	PBF LOGISTICS PRODUCTS TERMINALS LLC
	By: PBF LOGISTICS LP, SOLE MEMBER
	By: PBF LOGISTICS GP LLC, ITS GENERAL PARTNER
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary




  
 12 













 
			
	TORRANCE VALLEY PIPELINE COMPANY LLC
	By: PBFX OPERATING COMPANY LLC, MANAGING MEMBER
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary

	
	PAULSBORO NATURAL GAS PIPELINE COMPANY LLC
		
	By:	 	  

		 	Name: Trecia M. Canty
		 	Title:   Senior Vice President, General Counsel
		 	 and Secretary




  
 13 













 EXHIBIT A 

Organizational Chart of Debtor and its subsidiaries 

  
 14 













 



 












 EXHIBIT F 

FORM OF SECURITY AGREEMENT 

[Form of Security Agreement follows this cover page.] 

Exhibit F 
 Form of Security
Agreement 












 Execution Version 

AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT 

dated as of 
 July 30, 2018

 made by 
 PBF LOGISTICS LP

 and 
 each of the
other Grantors party hereto 
 in favor of 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Administrative Agent 












 TABLE OF CONTENTS 

ARTICLE I 
 Definitions 

							
	 Section 1.01
	  	Definitions	  	 	1	 
	 Section 1.02
	  	Other Definitional Provisions; References	  	 	4	 
		
	ARTICLE II	  			
	Guaranty	  			
	 Section 2.01
	  	Guaranty	  	 	4	 
	 Section 2.02
	  	Payments	  	 	5	 
	 Section 2.03
	  	Keepwell	  	 	5	 
		
	ARTICLE III	  			
	Grant of Security Interest	  			
			
	 Section 3.01
	  	Grant of Security Interest	  	 	5	 
	 Section 3.02
	  	Transfer of Pledged Equity Interests	  	 	6	 
	 Section 3.03
	  	Grantors Remain Liable under Accounts, Chattel Paper and Payment Intangibles	  	 	7	 
		
	ARTICLE IV	  			
	Acknowledgments, Waivers and Consents	  			
			
	 Section 4.01
	  	Acknowledgments, Waivers and Consents	  	 	7	 
	 Section 4.02
	  	No Subrogation, Contribution or Reimbursement	  	 	9	 
		
	ARTICLE V	  			
	Representations and Warranties	  			
			
	 Section 5.01
	  	Representations in Credit Agreement	  	 	10	 
	 Section 5.02
	  	Benefit to the Guarantor	  	 	10	 
	 Section 5.03
	  	Title; No Other Liens	  	 	10	 
	 Section 5.04
	  	Perfected First Priority Liens	  	 	10	 
	 Section 5.05
	  	Pledged Equity Interests	  	 	11	 
	 Section 5.06
	  	Instruments and Chattel Paper	  	 	11	 
	 Section 5.07
	  	Accounts	  	 	11	 
	 Section 5.08
	  	Patents, Trademarks and Copyrights	  	 	11	 
	 Section 5.09
	  	Deposit Accounts	  	 	12	 
		
	ARTICLE VI	  			
	Covenants	  			
			
	 Section 6.01
	  	Covenants in Credit Agreement	  	 	12	 
	 Section 6.02
	  	Maintenance of Perfected Security Interest; Further Documentation	  	 	12	 
	 Section 6.03
	  	Further Identification of Collateral	  	 	13	 
	 Section 6.04
	  	Changes in Locations, Name, etc.	  	 	13	 
	 Section 6.05
	  	Pledged Equity Interests	  	 	13	 
	 Section 6.06
	  	Instruments and Chattel Paper	  	 	14	 


  
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	 Section 6.07
	  	Limitations on Modifications, Waivers, Extensions of Agreements Giving Rise to Accounts	  	 	14	 
	 Section 6.08
	  	Patents, Trademarks, Copyrights	  	 	14	 
	 Section 6.09
	  	Commercial Tort Claims	  	 	15	 
		
	ARTICLE VII	  			
	Remedial Provisions	  			
			
	 Section 7.01
	  	Pledged Equity Interests	  	 	16	 
	 Section 7.02
	  	Collections on Accounts, Etc.	  	 	17	 
	 Section 7.03
	  	Proceeds	  	 	17	 
	 Section 7.04
	  	UCC and Other Remedies	  	 	18	 
	 Section 7.05
	  	Standards of Exercising Rights and Remedies	  	 	19	 
	 Section 7.06
	  	Private Sales of Pledged Equity Interests	  	 	19	 
	 Section 7.07
	  	Deficiency	  	 	20	 
	 Section 7.08
	  	Non-Judicial Enforcement	  	 	20	 
		
	ARTICLE VIII	  			
	The Administrative Agent	  			
			
	 Section 8.01
	  	Administrative Agent’s Appointment as Attorney-in-Fact, Etc.	  	 	20	 
	 Section 8.02
	  	Duty of Administrative Agent	  	 	21	 
	 Section 8.03
	  	Financing Statements	  	 	22	 
	 Section 8.04
	  	Authority of Administrative Agent	  	 	22	 
		
	ARTICLE IX	  			
	Subordination of Indebtedness	  			
			
	 Section 9.01
	  	Liens Subordinate	  	 	22	 
	 Section 9.02
	  	Notation of Records	  	 	22	 
		
	ARTICLE X	  			
	Miscellaneous	  			
			
	 Section 10.01
	  	Waiver	  	 	23	 
	 Section 10.02
	  	Notices	  	 	23	 
	 Section 10.03
	  	Payment of Expenses, Indemnities, Waiver of Consequential Damages, Etc.	  	 	23	 
	 Section 10.04
	  	Amendments in Writing	  	 	24	 
	 Section 10.05
	  	Successors and Assigns	  	 	24	 
	 Section 10.06
	  	[Reserved]	  	 	24	 
	 Section 10.07
	  	Invalidity	  	 	24	 
	 Section 10.08
	  	Counterparts	  	 	24	 
	 Section 10.09
	  	Survival	  	 	24	 
	 Section 10.10
	  	Captions	  	 	25	 
	 Section 10.11
	  	No Oral Agreements	  	 	25	 
	 Section 10.12
	  	Governing Law; Jurisdiction; Etc.	  	 	25	 
	 Section 10.13
	  	Acknowledgments	  	 	26	 
	 Section 10.14
	  	Additional Grantors	  	 	27	 
	 Section 10.15
	  	Set-Off	  	 	27	 
	 Section 10.16
	  	Releases	  	 	27	 
	 Section 10.17
	  	Reinstatement; Fraudulent Transfers	  	 	28	 
	 Section 10.18
	  	Acceptance	  	 	29	 
	 Section 10.19
	  	Amendment and Restatement	  	 	29	 


  
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 SCHEDULES: 
  

	 	1.	 Notice Addresses 


  

	 	2.	 Description of Pledged Equity Interests 



 

	 	3.	 Filings and Other Actions Required to Perfect Security Interests 



 

	 	4.	 Commercial Tort Claims 



 

	 	5	 Description of Patents and Patent Licenses 



 

	 	6.	 Description of Trademark and Trademark Licenses 



 

	 	7.	 Description of Copyrights and Copyright Licenses 



 

	 	8.	 Description of Deposit Accounts 



ANNEXES: 
  

	 	I.	 Form of Joinder Agreement 



 

	 	II.	 Intellectual Property Security Agreement 



  
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 This AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT, dated as of July 30, 2018,
(as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is made by PBF Logistics LP, a Delaware limited partnership (the “Borrower”), and each of the other
Grantors (as defined below) and Guarantors (as defined below) signatory hereto in favor of Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent (in such capacity, together with its successors in such
capacity, the “Administrative Agent”) for the Secured Parties, as defined in the Amended and Restated Credit Agreement, dated as of July 30, 2018 (as amended, supplemented, restated or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, each lender and L/C Issuer from time to time party thereto (the “Lenders”) and Wells Fargo, as Swingline Lender, L/C Issuer and Administrative Agent. 

WHEREAS, the Borrower, the Administrative Agent, the Lenders and the other agents and parties party thereto from time to time have entered
into the Credit Agreement to amend and restate that certain Revolving Credit Agreement, dated as of May 14, 2014 (as amended prior to the date hereof, the “Existing Credit Agreement”); 

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the Grantors amend and restate that certain Guaranty
and Collateral Agreement, dated as of May 14, 2014 (as amended prior to the date hereof, the “Existing Agreement”) and execute and deliver this Agreement to the Administrative Agent on behalf of the Secured Parties; and 

WHEREAS, the Guarantors will derive substantial direct and indirect benefit from the making of the Loans and other extensions of credit to the
Borrower pursuant to the Credit Agreement. 
 NOW, THEREFORE, in consideration of the premises herein and to induce the Administrative Agent
and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, and to induce the Lenders and Affiliates of the Lenders to enter into Secured Hedge Agreements and
Secured Cash Management Agreements, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows: 

ARTICLE I 
 Definitions

 Section 1.01 Definitions. 

(a) 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 following terms have the meanings given to them in the UCC (as defined below): Account, Chattel Paper, Commercial Tort Claim, Commodity Accounts, Deposit Account, Document, Electronic Chattel Paper, Equipment, Fixtures, General
Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Payment Intangible, Proceeds, Securities Account, Security, Supporting Obligation and Tangible Chattel Paper. 

(b) The following terms shall have the following meanings: 

“Account Debtor” shall mean a Person (other than any Grantor) obligated on an Account, Chattel Paper, or a General
Intangible. 
 “Administrative Agent” shall have the meaning assigned to such term in the preamble hereto. 

“Agreement” shall have the meaning assigned to such term in the preamble hereto. 

  
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 “Borrower” shall have the meaning assigned to such term in the preamble
hereto. 
 “Borrower Parties” shall mean, collectively, the Borrower and its Related Parties. 

“Collateral” shall have the meaning assigned to such term in Section 3.01. 

“Copyright” shall mean any copyright under the laws of the United States or any other country, including any thereof referred
to on Schedule 7 hereto. 
 “Copyright Licenses” shall mean all written agreements providing for the grant to any
Grantor of any right to use any material covered by any Copyright, including any thereof referred to on Schedule 7 hereto. 

“Credit Agreement” shall have the meaning assigned to such term in the preamble hereto. 

“Credit Agreement Termination” shall occur upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than (A) contingent indemnification, expense reimbursement or yield protection obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which
arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other
arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer have been made). 
 “Existing
Agreement” shall have the meaning assigned to such term in the recitals. 
 “Existing Credit Agreement” shall have
the meaning assigned to such term in the recitals. 
 “Grantor Claims” shall have the meaning assigned to such term in
Section 9.01. 
 “Grantors” shall mean, collectively, (a) the Borrower and (b) the Guarantors. 

“Guarantor” shall mean, collectively, (a) the Borrower, with respect to the Obligations to the extent that the Borrower
is not the primary obligor with respect thereto and (b) each Restricted Subsidiary of the Borrower that becomes a party hereto from time to time. 

“Guaranty” shall have the meaning assigned to such term in Section 2.01(b). 

“Intellectual Property Security Agreement” means a Security Agreement, substantially in the form of Annex II (with any
changes that the Administrative Agent shall have approved), executed and delivered by a Grantor in favor of the Administrative Agent for the benefit of the Secured Parties. 

“Issuers” shall mean, collectively, each issuer of a Pledged Equity Interest. 

“Lenders” shall have the meaning assigned to such term in the preamble hereto. 

“Maximum Liability” shall have the meaning assigned to such term in Section 10.17(b). 

“Patent License” shall mean all written agreements, providing for the grant to any Grantor of any right to manufacture, use
or sell any invention covered by a Patent, including any thereof referred to on Schedule 5 hereto. 

  
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 “Patents” shall mean patents, patent applications, and patent rights,
including any such rights granted upon any reissue, reexamination, division, extension, provisional, continuation, continuation-in-part or other application, certificates of invention and other indicia of invention ownership, and equivalent or
similar rights anywhere in the world in inventions and discoveries, including any thereof referred to on Schedule 5 hereto. 

“Pledged Equity Interests” shall mean, with respect to any Grantor: (a) the Equity Interests described or referred to in
Schedule 2; and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, stock or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights
and property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests, (iii) all replacements, additions to and substitutions for any of the property referred to in
this definition, including claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the property referred to in this definition and (v) all books and records pertaining to any of the property
referred to in this definition; provided, however, “Pledged Equity Interests” shall exclude any item described in clauses (a) and/or (b) above that constitute Excluded Assets, any property or assets not required to
be Collateral pursuant to Section 6.12(e) of the Credit Agreement and any Equity Interests in the Borrower (and the property and assets with respect thereto described in clause (b) above). 

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding
$10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity
Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act. 
 “Securities Act” shall mean the Securities Act of 1933, as amended. 

“Trademark License” shall mean any written agreement providing for the grant to any Grantor of any right to use any
Trademark, including any thereof referred to on Schedule 6 hereto. 
 “Trademarks” shall mean: (a) all
trademarks, trade names, service marks, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith other than any intent-to-use
applications prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country or any political subdivision thereof and (b) all renewals thereof, including any thereof referred to on Schedule 6 hereto. 

“UCC” shall mean the Uniform Commercial Code, as it may be amended, from time to time in effect in the State of New York;
provided, that if, by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection. 

  
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 Section 1.02 Other Definitional Provisions; References. 

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments,
supplements, amendments and restatements or modifications set forth herein or in any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words
“herein,” “hereof” and “hereunder,” and words of similar import when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all
references in this Agreement to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, this Agreement, (e) any reference
to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect, unless the context otherwise requires, and to refer to any and all
tangible and intangible assets and properties, including cash, Securities, Accounts and contract rights. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its
legal representative drafted such provision. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof. 

ARTICLE II 
 Guaranty

 Section 2.01 Guaranty. 

(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the
ratable benefit of the Secured Parties, the prompt and complete payment by the Borrower and the other Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not of
collection, and the liability of each Guarantor is primary and not secondary. 
 (b) Each Guarantor agrees that if the maturity, or other
date for the payment, of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity or payment date shall also be deemed accelerated for the purpose of the guarantee contained in this Article II (the
“Guaranty”) without demand or notice to such Guarantor. This Guaranty shall remain in full force and effect until the Credit Agreement Termination, notwithstanding that from time to time during the term of the Credit Agreement, no
Obligations may be outstanding. 
 (c) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or
received or collected by the Administrative Agent or any other Secured Party from Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any
time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Credit
Agreement Termination. 

  
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 Section 2.02 Payments. 

Each Guarantor hereby agrees and guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in
dollars at the Administrative Agent’s Office specified pursuant to the Credit Agreement. 
 Section 2.03 Keepwell. 

Each Qualified ECP Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or
other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this
Section 2.03 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.03, or otherwise under this Guaranty, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.03 shall remain in full force and effect until such Guarantor is released from its
obligations hereunder in accordance with Section 10.16 hereof. Each Qualified ECP Guarantor intends that this Section 2.03 constitute, and this Section 2.03 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

ARTICLE III 
 Grant of
Security Interest 
 Section 3.01 Grant of Security Interest. 

(a) Each Grantor hereby pledges, collaterally assigns and transfers to the Administrative Agent, and grants to the Administrative Agent, for
the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title
or interest and whether now existing or hereafter coming into existence, excluding in all cases all of each Grantor’s right, title and interest in, to and under the Excluded Assets (collectively, the “Collateral”), as
collateral security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: 

(i) all Accounts; 
 (ii) all
Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); 
 (iii) all Commercial Tort Claims described on Schedule
4 (as supplemented from time to time); 
 (iv) all Commodity Accounts; 

(v) all Copyright Licenses and Copyrights; 

(vi) all Deposit Accounts; 

(vii) all Documents; 
 (viii)
all General Intangibles (including rights and interests in, to and under all Swap Contracts); 

  
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 (ix) all Goods (including all Inventory, all Equipment and all Fixtures); 

(x) all Instruments; 
 (xi) all
Investment Property; 
 (xii) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); 

(xiii) all Patent Licenses and Patents; 

(xiv) all Pledged Equity Interests; 

(xv) all Securities Accounts; 

(xvi) all Supporting Obligations; 

(xvii) all Trademark Licenses and Trademarks; 

(xviii) all books and records pertaining to the Collateral; and 

(xix) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, guarantees
and other Supporting Obligations given with respect to any of the foregoing. 
 (b) Notwithstanding anything to the contrary in this
Agreement if and when any Property shall cease to be an Excluded Asset, a Lien on and security in such Property shall be deemed granted therein. 

(c) Notwithstanding anything to the contrary in this Agreement, under no circumstances shall any Grantor be required to take any actions
expressly excluded under Section 6.12(b) of the Credit Agreement. 
 Section 3.02 Transfer of Pledged Equity Interests. 

All certificates and instruments, if any, representing or evidencing Pledged Equity Interests shall be within thirty (30) days of
acquisition thereof (or such longer period as permitted by the Administrative Agent in its sole discretion) delivered to and held pursuant hereto by the Administrative Agent or a Person designated by the Administrative Agent and, in the case of any
such instrument or certificate in registered form, shall be duly indorsed to the Administrative Agent or in blank by an effective endorsement (whether on the certificate or instrument or on a separate writing), and accompanied by any required
transfer tax stamps to effect the pledge of such Pledged Equity Interests or instruments to the Administrative Agent in accordance with Section 6.05 hereof. During the continuance of an Event of Default, the Administrative Agent shall
have the right, at any time in its discretion, to transfer to or to register in the name of the Administrative Agent, any Secured Party or any of its nominees any or all of the Pledged Equity Interests. In addition, during the continuance of an
Event of Default, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing limited partnership interests or shares for certificates or instruments of smaller or larger
denominations. 

  
 6 













 Section 3.03 Grantors Remain Liable under Accounts, Chattel Paper and Payment
Intangibles. Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts, Chattel Paper and Payment Intangibles included in the Collateral to observe and perform all the conditions and obligations
to be observed and performed by it thereunder to the same extent as if this Agreement had not been executed. Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any Account, Chattel Paper or
Payment Intangible (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any such other Secured Party of any payment or security interest relating to such Account, Chattel
Paper or Payment Intangible, pursuant hereto, nor shall the Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account, Chattel Paper or Payment
Intangible (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account, Chattel Paper
or Payment Intangible (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at
any time or times. 
 ARTICLE IV 

Acknowledgments, Waivers and Consents 

Section 4.01 Acknowledgments, Waivers and Consents. 

(a) Each Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee of, and/or the
provision of collateral security for, the obligations of Persons other than such Grantor and that such Grantor’s guarantee and/or provision of collateral security for the Obligations are absolute, irrevocable and unconditional under any
and all circumstances. In full recognition and furtherance of the foregoing, each Grantor understands and agrees, to the fullest extent permitted under applicable law and except as may otherwise be expressly and specifically provided in the Loan
Documents, that each Grantor shall remain obligated hereunder (including with respect to the Guaranty made and/or the collateral security provided by such Grantor herein) and the enforceability and effectiveness of this Agreement and the liability
of such Grantor, and the rights, remedies, powers and privileges of the Administrative Agent and the other Secured Parties under this Agreement and the other Loan Documents shall not be affected, limited, reduced, discharged or terminated in any
way: 
 (i) notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any
Grantor, (A) any demand for payment of any of the Obligations made by the Administrative Agent or any other Secured Party may be rescinded by the Administrative Agent or such other Secured Party and any of the Obligations continued;
(B) the Obligations, the liability of any other Person upon or for any part therefor or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, the Administrative Agent or any other Secured Party; (C) the Credit Agreement, the other Loan
Documents, any Secured Hedge Agreement, Secured Cash Management Agreement or any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as provided herein or therein;
(D) the Borrower, any other Grantor or any other Person may from time to time accept or enter into new or additional agreements, security documents, guarantees or other instruments in addition to, in exchange for or relative to, any Loan
Document, Secured Hedge Agreement or any Secured Cash Management Agreement, all or any part of the Obligations or any Collateral now or in the future serving as security for the Obligations; (E) any collateral security, guarantee (including the
Guaranty) or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released; and (F) any other event shall occur which
constitutes a defense (other than the defense of payment or performance) or release of sureties generally; and 

  
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 (ii) without regard to, and each Grantor hereby expressly waives to the fullest extent
permitted by law any defense (other than the defense of payment or performance) now or in the future arising by reason of, (A) the invalidity or unenforceability of the Credit Agreement, any other Loan Document, any Secured Hedge Agreement, any
Secured Cash Management Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party;
(B) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Grantor or any other Person against the Administrative Agent or any other Secured Party;
(C) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any other Grantor or any other Person at any time liable for the payment of all or part of the
Obligations or the failure of the Administrative Agent or any other Secured Party to file or enforce a claim in bankruptcy or other proceeding with respect to any Person; or any sale, lease or transfer of any or all of the assets of any Grantor, or
any changes in the shareholders of any Grantor; (D) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or
shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each Grantor that they are not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability,
collectability or value of any of the Collateral for the Obligations; (E) any failure of the Administrative Agent or any other Secured Party to marshal assets in favor of any Grantor or any other Person, to exhaust any Collateral for all or any
part of the Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Grantor or any other Person or to take any action whatsoever to mitigate or reduce any Grantor’s liability under this Agreement, any
other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement; (F) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that
of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (G) the possibility that the Obligations may at any time and from time to time exceed the aggregate liability of such
Grantor under this Agreement; or (H) any other circumstance or act whatsoever, including any action or omission of the type described in Section 4.01(a)(i) (with or without notice to or knowledge of any Grantor), which constitutes,
or might be construed to constitute, an equitable or legal discharge or defense of the Borrower or any other Grantor to its Obligations, or of any Guarantor under the Guaranty or with respect to the collateral security provided by any Grantor
herein, or which might be available to a surety or guarantor, in bankruptcy or in any other instance (other than the defense of payment or performance). 

(b) Each Grantor hereby waives to the extent permitted by law: (i) except as expressly provided otherwise in any Loan Document, all
notices to such Grantor, or to any other Person, including notices of the acceptance of this Agreement, the Guaranty or the provision of collateral security provided herein, or the creation, renewal, extension, modification or accrual of any
Obligations, or notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the Guaranty or upon the collateral security provided herein, or of default in the payment or performance of any of the Obligations owed to
the Administrative Agent or any other Secured Party and enforcement of any right or remedy with respect thereto; or notice of any other matters relating thereto; the Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty and the collateral security provided herein and no notice of creation of the Obligations or any extension of credit already or hereafter contracted by or
extended to the Borrower need be given to any other Guarantor; and all dealings between the Borrower and any of the other Grantors, on the one hand, and the Administrative Agent and the other Secured


  
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Parties, on the other hand, in connection with the Facility or any Loan Documents likewise shall be conclusively presumed to have been had or consummated in reliance upon the Guaranty and on the
collateral security provided herein; (ii) diligence and demand of payment, presentment, protest, dishonor and notice of dishonor; (iii) any statute of limitation affecting any Grantor’s liability hereunder or the enforcement thereof;
(iv) all rights of revocation with respect to the Obligations, the Guaranty and the provision of collateral security herein; and (v) all principles or provisions of law which conflict with the terms of this Agreement and which can, as a
matter of law, be waived. 
 (c) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any
Grantor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against any other Grantor, or any other
Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or
remedies or to collect any payments from any other Grantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any other Grantor, or any other Person or any such
collateral security, guarantee or right of offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the
Administrative Agent or any other Secured Party against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Neither the Administrative Agent nor any other Secured Party
shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the Guaranty or any property subject thereto. 

Section 4.02 No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or
application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other
Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration,
participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, until the Credit Agreement Termination shall have occurred, and each Grantor hereby expressly waives,
releases, and agrees not to exercise any such rights of subrogation, reimbursement, indemnity and contribution until the Credit Agreement Termination shall have occurred. If any amount shall be paid to any Grantor on account of such subrogation
rights at any time prior to the Credit Agreement Termination, such amount shall be held by such Grantor in trust for the Administrative Agent for the benefit of the Secured Parties, and shall, forthwith upon receipt by such Grantor, be turned over
to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 8.3
of the Credit Agreement. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement,
indemnity and contribution such Grantor may have against the Borrower, any other Grantor, or against any collateral, security, guarantee or right of offset held by the Administrative Agent or any other Secured Party, shall be junior and subordinate
to any rights the Administrative Agent and the other Secured Parties may have against the Borrower or such other Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or
security or guarantee or right of offset. Upon and during the continuation of an Event of Default, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral as it sees fit without regard to
any subrogation rights any Grantor may have, and upon any disposition or sale, any rights or subrogation any Grantor may have shall terminate. 

  
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 ARTICLE V 

Representations and Warranties 

To induce the Administrative Agent and the other Secured Parties to enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder and to induce the Lenders and Affiliates of the Lenders to enter into Secured Hedge Agreements and Secured Cash Management Agreements, each Grantor hereby represents and warrants to the
Administrative Agent and each other Secured Party that: 
 Section 5.01 Representations in Credit Agreement. In the case of each
Guarantor (other than the Borrower), the representations and warranties set forth in Article V of the Credit Agreement as they relate to such Guarantor (in its capacity as a Subsidiary of the Borrower, as a Guarantor or as a Borrower Party) or to
the Loan Documents or other agreements to which such Guarantor is a party are true and correct in all material respects as of the date as of which they were given (except with respect to representations and warranties which are expressly qualified
by materiality, which shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except with
respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date; provided, that each reference in each such representation and warranty to the
Borrower’s knowledge shall, for the purposes of this Section 5.01, be deemed to be a reference to such Guarantor’s knowledge. 

Section 5.02 Benefit to the Guarantor. The Borrower is a member of an affiliated group of companies that includes each Guarantor, and
the Borrower and the Guarantors are engaged in related businesses permitted pursuant to Section 7.7 of the Credit Agreement. Each Guarantor (other than the Borrower) is a Subsidiary of the Borrower, and in each case, the guaranty and surety
obligations of such Guarantor pursuant to this Agreement are expected to benefit, directly or indirectly, such Guarantor; and it has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of the business
of such Guarantor. 
 Section 5.03 Title; No Other Liens. No Grantor financing statement or other similar public notice with respect
to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, or to evidence Permitted Liens (or, in the case
of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement). 
 Section 5.04 Perfected
First Priority Liens. Subject to Section 6.12(b), Section 6.12(c), Section 6.12(e) and Section 6.19 of the Credit Agreement, the security interests granted pursuant to this Agreement (a) upon completion of the filings
and other actions specified on Schedule 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be
filed by the Administrative Agent at any time on or after the date hereof) and the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or
control, will constitute valid perfected security interests to the extent required hereby in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s
obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor outside of the ordinary course of business and (b) are prior to all other
Liens on the Collateral in existence on the date hereof, other than Permitted Liens (or, in the case of Pledged Equity Interests, Permitted Liens allowed under Section 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral
Documents). 

  
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 Section 5.05 Pledged Equity Interests. All the shares (or such other interests) of
the Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity Interests have been duly and validly issued and are fully paid and, to the extent shares in a corporation, nonassessable; all documentary, stamp, or other
taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and such Grantor is the record and beneficial owner of, and has good title to, such Equity Interests pledged by it hereunder, free of any
and all Liens (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents), options, warrants, puts, calls or other rights of third Persons, and restrictions or options in
favor of, or claims of, any other Person, and has the full right and authority to pledge such Equity Interests for the purposes and upon the terms set out herein and the power to transfer such Equity Interests, free and clear of any Lien (except for
Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents). Except to the extent permitted by the Credit Agreement, there are no restrictions on transfer in the Organizational
Documents, or other agreement or document governing or any other agreement relating to, any of the shares (or such other interests) of the Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity Interests which would
limit or restrict (a) the grant of a security interest in such Equity Interests, (b) the perfection of such security interest or (c) the exercise of remedies in respect of such perfected security interest in such Equity Interests; in
each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of such Equity Interests upon and during the continuation of an Event of Default, a transferee or assignee of a membership interest or partnership interest, as
the case may be, of such Person, shall become a member or partner, as the case may be, of such Person, entitled to participate in the management thereof to the extent of such interest and, upon the transfer of the entire interest of such Grantor,
such Grantor shall cease to be a member or partner, as the case may be. 
 Section 5.06 Instruments and Chattel Paper. Such Grantor
has as of the date hereof (or hereafter, within ten (10) Business Days of receipt thereof) delivered to the Administrative Agent all Collateral constituting Instruments (other than checks in the ordinary course of business) and Chattel Paper
evidencing Indebtedness, in each case individually with a face amount in excess of $15,000,000. 
 Section 5.07 Accounts. The place
where each Grantor keeps its records concerning the Accounts, Chattel Paper and Payment Intangibles is One Sylvan Way, Second Floor, Parsippany, New Jersey 07054, or such other location as such Grantor provides notice of pursuant to Section
6.04. 
 Section 5.08 Patents, Trademarks and Copyrights. Schedule 5 hereto includes all Patents and Patent Licenses owned
by such Grantor in its own name as of the date hereof. Schedule 6 hereto includes all Trademarks and Trademark Licenses owned by such Grantor in its own name as of the date hereof. Schedule 7 herein includes all Copyright and Copyright
Licenses owned by such Grantor in its own name as of the date hereof. To the best of each such Grantor’s knowledge, each such Patent, Trademark and Copyright is valid, subsisting, unexpired, enforceable and has not been abandoned. Except as set
forth in such Schedules, none of such Patents, Trademarks and Copyrights is the subject of any licensing or franchise agreement. As of the date hereof, no holding, decision or judgment has been rendered by any Governmental Authority which would
limit, cancel or question the validity of any Patent, Trademark or Copyright. As of the date hereof, no action or proceeding is pending (a) seeking to limit, cancel or question the validity of any Patent, Trademark or Copyright, or
(b) which, if adversely determined, would have a Material Adverse Effect. 

  
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 Section 5.09 Deposit Accounts. Schedule 8 correctly sets forth each Deposit
Account (other than Excluded Bank Accounts) held or maintained by such Grantor on the date hereof. 
 ARTICLE VI 

Covenants 
 Each Grantor
covenants and agrees with the Administrative Agent and the other Secured Parties that, from (and including) and after the date of this Agreement until the Credit Agreement Termination: 

Section 6.01 Covenants in Credit Agreement. In the case of each Guarantor, such Guarantor shall comply with, perform and be bound by all
covenants and agreements in the Credit Agreement that are applicable to it, its assets or its operations, each of which is hereby ratified and confirmed. 

Section 6.02 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall, consistent with the Loan
Documents, (i) maintain the security interest created by this Agreement as a perfected security interest to the extent required hereunder and shall defend such security interest against the claims and demands of all Persons whomsoever except for, in
each case, Permitted Liens (or, in the case of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents), (ii) at any time and from time to time, upon the
reasonable request of the Administrative Agent or the Required Lenders through the Administrative Agent, and at the sole expense of such Grantor, promptly and duly give, execute, deliver, indorse, file or record any and all financing statements,
continuation statements, amendments, notices (including notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and
consents and take or cause to be taken any and all steps or acts that may be necessary or appropriate to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to
enable the Administrative Agent or the Required Lenders through the Administrative Agent to enforce, assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively its rights, remedies, powers and privileges under this
Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted and (iii) promptly give notice to the Administrative Agent of, and shall defend the
Collateral against, and shall take such other action as may be necessary to remove, any Lien (except for Permitted Liens (or in the case of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or
created under the Collateral Documents)) and shall defend the security interest and Lien created by this Agreement against the claims and demands (except for Permitted Liens (or in the case of Pledged Equity Interests, Permitted Liens allowed under
Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents)) of all Persons whomsoever. 
 (b) Each Grantor
shall (i) take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent) to cause the Administrative Agent to have “control” (within the meaning of Sections 9-104, 9-106 and 8-106 of the
UCC) over any Collateral constituting (1) Deposit Accounts (other than Excluded Bank Accounts) and (2) Pledged Equity Interests to the extent that such Equity Interests constitute Certificated Securities and are issued to such Grantor and (ii)
provide prior notice to the Administrative Agent before such Grantor opens a new Deposit Account (other than an Excluded Bank Account). Notwithstanding the foregoing, the Administrative Agent agrees with each Grantor that the Administrative Agent
shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account unless
an Event of Default has occurred and is continuing and upon the cure or waiver of all Events of Default thereafter, the Administrative Agent shall deliver a notice rescinding such instructions. 

  
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 (c) This Section 6.02 and the obligations imposed on each Grantor by this
Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement. 

Section 6.03 Further Identification of Collateral. Consistent with the Loan Documents, such Grantor will furnish to the Administrative
Agent and the Secured Parties from time to time, at such Grantor’s sole cost and expense, promptly after written request therefor, statements, schedules and other appropriate reports further identifying and describing the Collateral and such
other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. 
 Section
6.04 Changes in Locations, Name, etc. Such Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed with the Office of the Secretary of State where such Grantor maintains any Collateral or is
organized. Without limitation of any other covenant herein, such Grantor will not cause or permit any change (i) to such Grantor’s name, identity or corporate, limited liability company or limited partnership structure or (ii) to the
location of such Grantor’s chief executive office or (iii) to such Grantor’s jurisdiction of organization, unless such Grantor shall have first (A) notified the Administrative Agent of such change at least five (5) Business
Days prior to the effective date of such change (or such shorter time period agreed to in writing by the Administrative Agent), and (B), taken all action reasonably requested by the Administrative Agent or any other Secured Party for the purpose of
maintaining the perfection and priority of the Administrative Agent’s security interests under this Agreement. In any notice furnished pursuant to this Section 6.04, such Grantor will expressly state in a conspicuous manner that the notice is
required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purposes of continuing perfection of the Administrative Agent’s security interest in the Collateral. 

Section 6.05 Pledged Equity Interests. (a) If such Grantor owns, holds or shall receive any certificate or other instrument
(including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any
reorganization), option or rights in respect of the Equity Interests that constitute certificated securities or shall acquire any additional Equity Interests that constitute certificated securities, other than Equity Interests that constitute
Excluded Assets, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Equity Interests, or otherwise in respect thereof, such Grantor shall (i) accept the same
as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent within thirty (30) days of
receipt (or such later date as the Administrative Agent may agree to in its sole discretion) in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or other equivalent
instrument of transfer reasonably acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral
security for the Obligations, and (ii) deliver a supplement (in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement updating the Pledged Equity Interests described on Schedule 2 hereto. 

(b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted by the Credit
Agreement, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity
Interests of any nature of any 

  
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Issuer (other than, in each case, Equity Interests, securities or interests issued to other Loan Parties), (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option
with respect to, the Pledged Equity Interests or Proceeds thereof except as expressly permitted by the Credit Agreement, (iii) create, incur or permit to exist (A) any Lien (except for Permitted Liens allowed under Sections 7.1(b) or
7.1(g) of the Credit Agreement or created under the Collateral Documents), or (B) any option in favor of any Person, or any claim of any Person, in the case of (A) and (B), with respect to any of the Pledged Equity Interests or Proceeds
thereof, or any interest therein, except for the security interests created by this Agreement or (iv) permit the organizational documents of any Issuer to restrict the rights of such Grantor or the Administrative Agent to sell, assign or
transfer any of the Pledged Equity Interests in such Issuer or Proceeds thereof (except as required by applicable Law). 
 (c) In the case of
each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Equity Interests issued by it and will comply with such terms insofar as such terms are applicable to it and
(ii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) or Section 7.05
with respect to the Pledged Equity Interests issued by it. To the extent that the Issuer of any Pledged Equity Interest is not a Grantor, the Guarantor that pledges such Pledged Equity Interest will cause, to the extent permitted under applicable
Law, such Issuer to execute and deliver to the Administrative Agent a written acknowledgment with respect to the matters described in the first sentence of this Section 6.05(c). 

(d) Consistent with the Loan Documents, the Pledged Equity Interests will at all times constitute not less than 100% of the Equity Interests of
the Issuer thereof owned by any Grantor (except in the case of a Foreign Subsidiary, in which case, the Pledged Equity Interests will at all times constitute not less than 65% of the Equity Interests constituting Voting Stock of such Foreign
Subsidiary). 
 Section 6.06 Instruments and Chattel Paper. If any amount payable under or in connection with any of the Collateral
shall be or become evidenced by any Instrument (other than a check in the ordinary course of business) or Chattel Paper, such Instrument or Chattel Paper shall be delivered promptly (and in any case within ten (10) days of receipt thereof (or
such later date as the Administrative Agent may agree to in its sole discretion)) to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement;
provided, that such Grantor shall not be required to deliver such Instrument or Chattel Paper to the Administrative Agent to the extent the original face amount thereof is equal to or less than $15,000,000). 

Section 6.07 Limitations on Modifications, Waivers, Extensions of Agreements Giving Rise to Accounts. Such Grantor will not
(a) amend, modify, terminate or waive any provision of any Chattel Paper, Instrument or any agreement giving rise to an Account or Payment Intangible in each case constituting Collateral, or (b) fail to exercise promptly and diligently
each and every material right which it may have under any Chattel Paper, Instrument and each agreement giving rise to an Account or Payment Intangible (other than any right of termination), if such amendment, modification, termination, waiver or
failure is prohibited by the Credit Agreement. 
 Section 6.08 Patents, Trademarks, Copyrights. (a) Such Grantor (either itself
or through licensees) (i) will, with respect to each Trademark that is material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole not knowingly do any act or knowingly omit to do any act whereby such Trademark is
reasonably likely to become invalidated or impaired in any way, (ii) will not knowingly do any act, or knowingly omit to do any act, whereby any Patent material to the conduct of the business of the Borrower and its Restricted Subsidiaries,
taken as a whole, is reasonably likely to become abandoned or dedicated, and (iii) will, consistent with past practice, for each work covered by a Copyright that is material to the conduct of the business of the Borrower and its Restricted
Subsidiaries, taken as a whole, continue to mark such work with appropriate copyright notices as necessary and sufficient to establish and preserve its material rights under applicable material copyright laws; 

  
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 (b) Concurrent with the delivery of each compliance certificate pursuant to
Section 6.2(a)(i) of the Credit Agreement, if such Grantor, either by itself or through any agent, employee, licensee or designee, has filed an application for registration with the United States Copyright Office or any similar United States
office or agency regarding, or has otherwise obtained, any Copyright or Copyright License that is material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, since the time of delivery of the previous compliance
certificate, such Grantor shall execute and deliver an Intellectual Property Security Agreement to evidence the Administrative Agent’s security interest in such material Copyright or Copyright License, as applicable (and such Grantor hereby
constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes; such power being coupled with an interest is irrevocable until the Credit Agreement Termination); 

(c) Consistent with this Agreement and the other Loan Documents, such Grantor will take all reasonable and necessary steps as determined in the
Borrower’s reasonable business judgment, including in any proceeding before the United States Copyright Office or any similar United States office or agency, to maintain and pursue each application (and to obtain the relevant registration) and
to maintain each registration of the Patents, Trademarks, and Copyrights that are material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, including filing of applications for renewal, affidavits of use and
affidavits of incontestability; provided, however that no Grantor shall be required to make any filings in the United States Patent and Trademark Office, or any other office in any jurisdiction outside of the United States, in respect
of any patent, trademarks or patent or trademark licenses; and 
 (d) In the event that any material Patent, Trademark, or Copyright included
in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such
infringement, misappropriation or dilution, or take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Patent, Trademark, or Copyright, except, in each case, where the failure to do so could
not reasonably be expected to result in a Material Adverse Effect. 
 Section 6.09 Commercial Tort Claims. If such Grantor shall at
any time hold or acquire a Commercial Tort Claim that satisfies the requirements of the following sentence, such Grantor shall, within thirty (30) days after such Commercial Tort Claim satisfies such requirements (or such later date as the
Administrative Agent may agree in its sole discretion), notify the Administrative Agent in a writing signed by such Grantor containing a brief description thereof, and granting to the Administrative Agent in such writing (for the ratable benefit of
the Secured Parties) a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. The provisions of the preceding
sentence shall apply only to a Commercial Tort Claim that satisfies the following requirements: (a) the monetary value claimed by or payable to the relevant Grantor in connection with any such Commercial Tort Claim shall equal or exceed
$15,000,000, and either (b) (i) such Grantor shall have filed a lawsuit or counterclaim or otherwise commenced legal proceedings (including arbitration proceedings) against the Person against whom such Commercial Tort Claim is made, or
(ii) such Grantor and the Person against whom such Commercial Tort Claim is asserted shall have entered into a settlement agreement with respect to such Commercial Tort Claim. Each Commercial Tort Claim satisfying the requirements of the
preceding sentence held by such Grantor on the Closing Date is listed on Schedule 4 hereto. 

  
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 ARTICLE VII 

Remedial Provisions 

Section 7.01 Pledged Equity Interests. 

(a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant
Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions
paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no
vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or
other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any
non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer
or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it
hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event
of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been
accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for
the Equity Interest Obligations. 
 (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative
Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to
any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been
exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be
registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of
shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests
as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the
organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any
and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for
property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 

  
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 (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests
pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is
continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless
otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. 

(d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by
it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or
(c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not
be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d). 

Section 7.02 Collections on Accounts, Etc. The Administrative Agent hereby authorizes each Grantor to collect upon the Accounts,
Instruments, Chattel Paper and Payment Intangibles constituting Collateral; provided that, the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. Upon the
request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify the Account Debtors that the applicable Accounts, Chattel Paper and Payment Intangibles have been
assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. The Administrative Agent may, upon the occurrence and during the continuance
of an Event of Default, in its own name or in the name of others, communicate with the Account Debtors to verify with them to its satisfaction the existence, amount and terms of any Accounts, Chattel Paper or Payment Intangibles. 

Section 7.03 Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event
of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by any Grantor, and any other cash or non-cash Proceeds received by any Grantor upon the sale or other disposition of any
Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account
maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the
Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied, at the Administrative Agent’s request, by a report identifying in
reasonable detail the nature and source of the payments included in the deposit. All such Proceeds (including Proceeds constituting collections of Accounts, Chattel Paper or Instruments) while held by the Administrative Agent (or by any Grantor in
trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied in accordance with Section 8.3 of the
Credit Agreement. 

  
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 Section 7.04 UCC and Other Remedies. 

(a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise in its
discretion, in addition to all other rights, remedies, powers and privileges granted to them in this Agreement, the other Loan Documents, any Secured Hedge Agreement, any Secured Cash Management Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights, remedies, powers and privileges of a secured party under the UCC (regardless of whether the UCC is in effect in the jurisdiction where such rights, remedies, powers or privileges are
asserted) or any other applicable law or otherwise available at law or equity. Without limiting the generality of the foregoing, the Administrative Agent, upon and during the continuance of an Event of Default, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent
permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose
of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured
Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best in accordance with applicable law, for cash or on credit or for future delivery without assumption of any credit risk. The
Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. If an Event of Default shall occur and be continuing, each Grantor further agrees, at the Administrative Agent’s request, to assemble the
Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to
itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing
or hereafter adopted. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply
the net proceeds of any action taken by it pursuant to this Section 7.04, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral
or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in
accordance with Section 8.3 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615 of the UCC, need the
Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising
out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such
sale or other disposition. 
 (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent
retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of
disposition of the Collateral described in this Agreement shall constitute a commercially reasonable disposition to the extent permitted by applicable law. The Administrative Agent may appoint any Person as agent to perform any act or acts necessary
or incident to any sale or transfer of the Collateral. 

  
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 Section 7.05 Standards of Exercising Rights and Remedies. To the extent that Laws
impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees, to the extent permitted by applicable law, that it is not commercially unreasonable for the Administrative
Agent: (a) to fail to incur expenses reasonably deemed significant by the Administrative Agent to prepare Collateral for disposition; (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or,
if not required by other law, to fail to obtain third party consents for the collection or disposition of Collateral to be collected or disposed of; (c) to fail to remove Liens or encumbrances on or any adverse claims against Collateral;
(d) to exercise collection remedies directly or through the use of collection agencies and other collection specialists; (e) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in
acquiring all or any portion of the Collateral; (f) to disclaim disposition warranties; (g) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or
to provide to the Administrative Agent a guaranty return from the collection or disposition of Collateral; or (h) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers,
consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7.05 is to provide non-exhaustive indications of
what actions or omissions by the Administrative Agent would fulfill the Administrative Agent’s duties under the UCC or other law or any other relevant jurisdiction in the Administrative Agent’s exercise of remedies against the Collateral
and that other actions or omissions by the Administrative Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section 7.05. Without limitation upon the foregoing, nothing contained in
this Section 7.05 shall be construed to grant any rights to a Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by any Law in the absence of this Section
7.05 
 Section 7.06 Private Sales of Pledged Equity Interests. Each Grantor acknowledges and agrees that the Administrative
Agent may be unable to effect a public sale of any or all the Pledged Equity Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that, to the extent permitted by applicable law, any
such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Equity Interests for the period of time necessary to permit the
Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees to use commercially reasonable efforts to do or cause to be
done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion of the Pledged Equity Interests pursuant to this Section 7.06 valid and binding and in compliance with any and all other applicable Law.
Each Grantor further agrees that a breach of any of the covenants contained in this Section 7.06 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured
Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7.06 shall, to the extent permitted by applicable law, be specifically enforceable against such
Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. The Administrative Agent may appoint any Person as its agent to perform any act or acts necessary or incident
to any sale or transfer of the Collateral. 

  
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 Section 7.07 Deficiency. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations. 
 Section 7.08 Non-Judicial
Enforcement. The Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require
the Administrative Agent to enforce its rights by judicial process. 
 ARTICLE VIII 

The Administrative Agent 

Section 8.01 Administrative Agent’s Appointment as Attorney-in-Fact, Etc. 

(a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement,
to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the
foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: 

(i) unless otherwise permitted to remain under the Credit Agreement, pay or discharge Taxes and Liens levied or placed on or threatened
against the Collateral or effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; 

(ii) execute, in connection with any sale provided for in Section 7.04 or Section 7.06, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral; and 
 (iii) (A) direct any party liable for any payment under any of the Collateral
to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) in the name of such Grantor or its own name, take possession of and indorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take
any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account, Instrument or General Intangible or with respect to
any other Collateral whenever payable; (C) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (D) sign and
indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (E) execute, assign and indorse
negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (G) defend any suit, action or proceeding brought against such
Grantor with respect to any Collateral; (H) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem


  
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appropriate; (I) assign any Patent, Trademark, or Copyright (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (J) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely
as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative
Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and
effectively as such Grantor might do. 
 (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Administrative Agent, at its option but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 

(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue and in compliance hereof. All powers,
authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 

Anything in Section 8.01(a) or (b) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under
the power of attorney provided for in Section 8.01(a) or (b) unless an Event of Default shall have occurred and be continuing. 
 Section
8.02 Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal
with it in the same manner as the Administrative Agent deals with similar property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take
any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured
Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their
own gross negligence or willful misconduct. To the fullest extent permitted by applicable law, the Administrative Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of
non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against any Grantor or other Person or
ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. Each Grantor, to the extent permitted
by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Administrative Agent or any other Secured Party to proceed against any Grantor or other Person, exhaust any Collateral or
enforce any other remedy which the Administrative Agent or any other Secured Party now has or may hereafter have against each Grantor or other Person. 

  
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 Section 80.3 Financing Statements. Pursuant to the UCC and any other applicable law,
each Grantor irrevocably authorizes the Administrative Agent, its counsel or its representative, at any time and from time to time, to file or record financing statements, continuation statements, amendments thereto and other filing or recording
documents or instruments with respect to the Collateral in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. Additionally,
each Grantor authorizes the Administrative Agent, its counsel or its representative, at any time and from time to time, to file or record such financing statements that describe the collateral covered thereby as “all assets of the Debtor”,
“all personal property of the Debtor”, in each case “whether now owned or hereafter acquired or arising” or words of similar effect. 

Section 8.04 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative
Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them,
but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such authority. 
 ARTICLE IX 

Subordination of Indebtedness  

Section 9.01 Liens Subordinate. As used herein, the term “Grantor Claims” shall mean all debts and obligations of the
Borrower or any other Grantor, on the one hand, to any other Grantor on the other hand, whether such debts and obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary,
secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations
may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired. Each Grantor agrees that, until the Credit Agreement Termination, any Liens securing payment of the Grantor Claims
shall be and remain inferior and subordinate to any Liens securing payment of the Obligations, regardless of whether such encumbrances in favor of such Grantor, the Administrative Agent or any other Secured Party presently exist or are hereafter
created or attach. Without the prior written consent of the Administrative Agent, no Grantor, during the period in which any of the Obligations are outstanding or any Commitments are in effect, shall (a) exercise or enforce any creditor’s
right it may have against any debtor in respect of the Grantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including the commencement of or joinder in any
liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it. 
 Section 9.02
Notation of Records. Upon the request of the Administrative Agent, all promissory notes and all accounts receivable ledgers or other evidence of the Grantor Claims accepted by or held by any Grantor shall contain a specific written notice
thereon that the right to receive payment on the indebtedness evidenced thereby is pledged to the Administrative Agent under the terms of this Agreement. 

  
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 ARTICLE X 

Miscellaneous 
 Section
10.01 Waiver. No failure on the part of the Administrative Agent or any other Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under any of the Loan
Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, remedy, power or privilege, under this Agreement or any of
the other Loan Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law. The exercise by the Administrative Agent of any one or more of the rights, powers and remedies herein shall not be construed as a waiver of any other rights, powers and remedies, including any rights
of set-off. 
 Section 10.02 Notices. All notices and other communications provided for herein shall be given in the manner and
subject to the terms of Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to any such Grantor at its notice address set forth on Schedule 1. 

Section 10.03 Payment of Expenses, Indemnities, Waiver of Consequential Damages, Etc. 

(a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred
by the Administrative Agent and its Affiliates in connection with the preservation and perfection of the Lien of this Agreement, to the extent that the Borrower would otherwise be required to do so pursuant to Section 10.4 of the Credit
Agreement. 
 (b) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party, to the extent that
the Borrower would otherwise be required to do so pursuant to Section 10.4 of the Credit Agreement, for all reasonable and documented out-of-pocket expenses (including all costs and expenses of holding, preparing for sale and selling,
collecting or otherwise realizing upon the Collateral and all attorneys’ fees, legal expenses and court costs incurred by any Secured Party in connection with (i) the exercise of its respective rights and remedies hereunder against such
Grantor or the Collateral, including any reasonable and documented out-of-pocket expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral,
(ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy,
reorganization, workout or other similar proceeding, or (iii) collecting against such Guarantor under the Guaranty or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a
party, in each case, subject to the limitations set forth in Section 10.4 of the Credit Agreement). 
 (c) Each Grantor agrees to pay,
and to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
(including court costs and attorneys’ fees, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of
the Collateral or in connection with any of the transactions contemplated by this Agreement) incurred because of, incident to, or with respect to, the Collateral (including any exercise of rights or remedies in connection therewith) or the
execution, delivery, enforcement, performance and administration of this Agreement, to the extent the Borrower would be required to do so pursuant to Section 10.4 of the Credit Agreement. All amounts for which any Grantor is liable pursuant to
this Section 10.03 shall be due and payable by such Grantor to the Secured Parties not later than ten Business Days after written demand therefor accompanied by reasonably detailed supporting information. 

  
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 (d) Neither the Administrative Agent nor any Secured Party shall be liable to the Grantors,
their Affiliates or any other Person, and the Grantors will not be liable to the Administrative Agent, the Secured Parties, their Affiliates or any other Person, for any claim on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan, Swingline Loan or Letter of Credit or the use of the proceeds thereof; provided, that, nothing contained in this Section 10.03(d) shall limit the Grantors’ indemnification obligations with respect to indirect,
consequential or punitive damage claims, to the extent of the indemnification provided in Section 10.03(c) (but only to the extent asserted against any Indemnitee by a third party (other than another Indemnitee)) 

Section 10.04 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with Section 10.1 of the Credit Agreement. 
 Section 10.05 Successors and Assigns. This
Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their successors and assigns; provided, that except as permitted by the Credit
Agreement, no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and the Lenders, and any such purported assignment, transfer or delegation
shall be null and void. 
 Section 10.06 [Reserved]. 

Section 10.07 Invalidity. In the event that any one or more of the provisions contained in this Agreement or in any of the Loan
Documents to which a Grantor is a party shall, for any reason, be held invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

Section10.08 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be
effective as delivery of a manually executed counterpart of this Agreement. 
 Section 10.09 Survival. The obligations of the parties
under Section 10.03 shall survive the repayment of the Loans and the termination of the Letters of Credit, Secured Hedge Agreements, Secured Cash Management Agreements, Credit Agreement, and Aggregate Commitments. To the extent that any
payments on the Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy
law, common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the other Secured Parties’ Liens,
security interests, rights, powers and remedies under this Agreement and each Collateral Document shall continue in full force and effect. In such event, each Collateral Document shall be automatically reinstated and each Grantor shall take such
action as may be reasonably requested by the Administrative Agent and the other Secured Parties to effect such reinstatement. 

  
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 Section10.10 Captions. Captions and section headings appearing herein are included
solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement. 
 Section 10.11
No Oral Agreements. The Loan Documents embody the entire agreement and understanding between the parties and supersede all other agreements and understandings between such parties relating to the subject matter hereof and thereof. The Loan
Documents represent the final agreements among the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties. 

Section 10.12 Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 
 (b) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

  
 25 













 (d) SERVICE OF PROCESS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY
HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.2 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW. 
 (e) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 Section 10.13 Acknowledgments. 

(a) Each Grantor hereby agrees and acknowledges that: 

(i) each Lender and its respective Affiliates (collectively, solely for purposes of this Section 10.13, the
“Lenders”) may have economic interests that conflict with those of the Grantor; 
 (ii) the transactions with the Lenders
contemplated by the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the applicable Grantors, on the other; 

(iii) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is
a party; 
 (iv) nothing in any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement will be deemed to create
an advisory or fiduciary relationship between the Lenders and the Grantors, their partners or their Affiliates; 
 (v) in connection with
the transactions contemplated by the Loan Documents and with the process leading to such transactions each Lender is acting solely as a principal and not the fiduciary of any Borrower Party, or of any Borrower Party’s management, partners,
creditors or other Affiliates; 
 (vi) no Lender has assumed a fiduciary responsibility in favor of any Grantor with respect to the
transactions with Lenders contemplated by the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised or is
currently advising any Borrower Party on other matters); 
 (vii) such Person has consulted its own legal and financial advisors to the
extent it deemed appropriate; 

  
 26 













 (viii) it is responsible for making its own independent judgment with respect to such
transactions and the process leading thereto; and 
 (ix) it will not claim that any Lender owes a fiduciary duty to such Person in
connection with the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or the process leading thereto. 

(b) EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS
CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT;
THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS
RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON
THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” 
 (c) Each
Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with
the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other
Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such
waivers and consents shall be effective to the maximum extent permitted by law. 
 Section 10.14 Additional Grantors. Each Subsidiary
of the Borrower that is required to become a party to this Agreement pursuant to Section 6.12 of the Credit Agreement and is not a signatory hereto shall become a Guarantor (and therefore a Grantor) for all purposes of this Agreement upon
execution and delivery by such Subsidiary of a Joinder Agreement in the form of Annex I hereto. 
 Section 10.15 Set-Off. Each
Grantor agrees that it is subject to Section 10.8 of the Credit Agreement as if such provision were fully set forth herein. 
 Section
10.16 Releases. 
 (a) Upon Payment in Full. Subject to Section 10.09, Section 10.16 and
Section 10.17 (i) the grant of a security interest hereunder and all other obligations, guarantees and the Guaranty of the Grantors hereunder and all of rights, powers and remedies in connection herewith shall remain in full force
and effect until the Credit Agreement Termination, at which time, the security interests and all 

  
 27 













 
other obligations and guarantees of the Grantors hereunder and all of the rights, powers and remedies in connection therewith, and the provisions of this Agreement shall immediately and
automatically be terminated and released in all respects and, the Administrative Agent, at the written request and expense of the Borrower, will promptly execute, deliver, file and take any other actions reasonably requested by Borrower or its
designees to evidence the release and termination contemplated hereunder. 
 (b) Further Assurances. If any of the Collateral shall be
sold, transferred or otherwise disposed of by any Grantor (including, without limitation, pursuant to a Restricted Payment) (other than any sale, transfer or disposition to another Grantor) in a transaction permitted by the Credit Agreement, then
(i) the Administrative Agent’s Lien on such Collateral shall immediately and automatically terminate and (ii) the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such
Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Liens created hereby or by any other Loan Document on such Collateral; provided, that, in the case of clause (ii), the Borrower shall
have delivered to the Administrative Agent a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. If all the Equity Interests of any Grantor (other than Borrower) shall
be sold, transferred or otherwise disposed of (other than to another Grantor) in a transaction permitted by the Credit Agreement or such Grantor (other than Borrower) is designated as an Unrestricted Subsidiary in accordance with the Credit
Agreement, then (i) such Grantor shall be immediately and automatically released from its guarantees, its Guaranty and its obligations hereunder and under any other Loan Document and (ii) the Administrative Agent, at the request and sole
expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the guarantees, the Guaranty and the obligations created hereby or by any other
Loan Document applicable to such Grantor; provided, that, in the case of clause (ii), in the event of the sale, transfer or other disposition of all of the Equity Interests of a Grantor, the Borrower shall have delivered to the Administrative
Agent a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. 

(c) Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9-620 of the UCC, no action taken or
omission to act by the Administrative Agent or the other Secured Parties hereunder, including any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in
satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the other Secured Parties shall have applied payments
(including collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 10.16. 

Section 10.17 Reinstatement; Fraudulent Transfers. 

(a) Except as otherwise provided herein with respect to releases, the obligations of each Grantor under this Agreement (including with respect
to the Guaranty and the provision of Collateral herein) shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded, is declared to be fraudulent or
preferential or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Grantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made. In such event, each Collateral Document shall be
automatically reinstated and each Grantor shall take such actions as may be reasonably requested by the Administrative Agent or any other Secured Party to effect such reinstatement. 

  
 28 













 (b) Each Grantor, and by its acceptance of this Agreement and the rights hereunder or
benefits hereof, the Administrative Agent and each other Secured Party, hereby agrees and confirms that (i) it is the intention of all such Persons that this Agreement and the obligations of each Guarantor under the Guaranty and the Loan
Documents not constitute a fraudulent transfer or conveyance under Section 548 of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act (as adopted by any applicable state), the Uniform Fraudulent Transfer Act (as adopted by
any applicable state) or any similar Law to the extent applicable to this Agreement and the obligations of each Guarantor under the Guaranty and the Loan Documents and (ii) the aggregate liability of any Guarantor under the Guaranty and the
Loan Documents at any time (but after giving effect to the right of contribution described in Section 4.02) shall not exceed the maximum amount (as to each Grantor, its “Maximum Liability”), (A) that will result in
the aggregate obligations of each Grantor under the Guaranty and the Loan Documents not constituting a fraudulent transfer or conveyance under any bankruptcy proceeding or any of the other aforementioned acts and laws or (B) which can be
secured by each Grantor under any other applicable Law relating to the insolvency of debtors. 
 (c) Each Grantor agrees to the extent
permitted by applicable law that the Obligations may at any time and from time to time exceed the Maximum Liability of such Grantor hereunder without impairing the grant of a security interest in the Collateral hereunder or affecting the rights and
remedies of each Grantor or any Secured Party hereunder. 
 Section 10.18 Acceptance. Each Grantor hereby expressly waives notice of
acceptance of this Agreement, acceptance on the part of the Administrative Agent and the other Secured Parties being conclusively presumed by their request for this Agreement and delivery of the same to the Administrative Agent. 

Section 10.19 Amendment and Restatement. 

(a) On the Closing Date, the Existing Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Agreement
shall thereafter be of no further force and effect, except that the Grantors, the Administrative Agent and the Secured Parties agree that (i) Liens created under the Existing Agreement shall continue to exist under and be evidenced by this
Agreement, (ii) the Existing Agreement shall continue to evidence the representations and warranties made by the Grantors prior to the Closing Date, (iii) except as expressly stated herein or amended, the other Loan Documents are ratified
and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (iv) the Existing Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing
Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any
“Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities
existing under the Existing Agreement. 
 (b) The terms and conditions of this Agreement and the Administrative Agent’s and the Secured
Parties’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Credit Agreement as amended and restated by the Credit Agreement and the Letters of Credit issued
thereunder. 
 (c) On and after the Closing Date, (i) all references to the Existing Agreement (or to any amendment or any amendment and
restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Agreement or in any
Loan Document (but not 

  
 29 













 
herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after
the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Agreement, as amended and restated hereby.  

(d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not
similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document. 

[Signature Pages Follow] 












 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed
and delivered as of the date first above written. 
  

									
	 BORROWER, GUARANTOR
 AND
GRANTOR:
	 		 	PBF LOGISTICS, LP,
		 		 	 By: PBF Logistics GP, LLC,
 its
general partner

					
		 		 		 	By:	 	  

		 		 		 		 	Name:                                     
                                         
           
		 		 		 		 	Title:                                     
                                         
             

 Signature Page to Amended and Restated Guaranty and Collateral Agreement 













									
	GUARANTORS AND GRANTORS:	 	DELAWARE CITY TERMINALING COMPANY LLC
				
		 		 	By:	 	  

		 		 		 	Name:	 	
                     
                            

		 		 		 	Title:	 	
                     
                            

			
		 		 	TOLEDO TERMINALING COMPANY LLC
				
		 		 	By:	 	
                     
       

		 		 		 	Name:	 	
                     
                            

		 		 		 	Title:	 	
                     
                            

			
		 		 	PBF LOGISTICS FINANCE CORPORATION
				
		 		 	By:	 	
                     
                                         
  

		 		 		 	Name:	 	
                     
                            

		 		 		 	Title:	 	
                     
                            

			
		 		 	DELAWARE CITY LOGISTICS COMPANY LLC
				
		 		 	By:	 	
                     
                                       

		 		 		 	Name:	 	
                     
                            

		 		 		 	Title:	 	
                     
                            

			
		 		 	DELAWARE PIPELINE COMPANY LLC
				
		 		 	By:	 	
                     
                                   

		 		 		 	Name:	 	
                     
                            

		 		 		 	Title:	 	
                     
                            

			
		 		 	 PBFX OPERATING COMPANY LLC

By: PBF Logistics LP, its sole member
 By: PBF Logistics GP LLC,
its general partner

		 	
		 	
				
		 		 	By:	 	  

		 		 		 	Name:	 	
                     
                           

		 		 		 	Title:	 	
                     
                       

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

 Signature Page to Amended and Restated Guaranty and Collateral Agreement 












 
			
	PBF LOGISTICS PRODUCTS TERMINALS LLC
	By: PBF Logistics LP, its sole member
	By: PBF Logistics GP LLC, its general partner
		
	By:	 	  

		 	Name:                                     
                                         
  
		 	Title:                                     
                                         
    
	
	TORRANCE VALLEY PIPELINE COMPANY
	LLC,
	By: PBFX Operating Company LLC, its managing member
	By: PBF Logistics LP, its sole member
	By: PBF Logistics GP LLC, its general partner
		
	By:	 	  

		 	Name:                                     
                                         
  
		 	Title:                                    
                                         
     
	
	PAULSBORO NATURAL GAS PIPELINE COMPANY LLC
		
	By:	 	  

		 	Name:                                     
                                         
  
		 	Title:                                     
                                         
    


 Signature Page to Amended and Restated Guaranty and Collateral Agreement 













									
		 		 	 Acknowledged and agreed to as
 of
the date hereof by:

		
	ADMINISTRATIVE AGENT:	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
				
		 		 	By:	 	
                     
                                

					
		 		 		 	Name:	 	
              
                               

		 		 		 	Title:	 	

 Signature Page to Amended and Restated Guaranty and Collateral Agreement 












 Schedule 1 

Amended and Restated Guaranty and Collateral Agreement 

NOTICE ADDRESSES 
  

			
	 Grantor
	  	 Address

		
	  
  

PBF Logistics LP
	  	 PBF Logistics LP

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500

		
	 Delaware City

Terminaling
 Company LLC
	  	 Delaware City Terminaling Company LLC

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500


  

  
 Schedule 1 

Amended and Restated Guaranty and Collateral Agreement 














			
	 Toledo

Terminaling
 Company LLC
	  	 Toledo Terminaling Company LLC

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500

		
	 PBF Logistics

Finance
 Corporation
	  	 PBF Logistics Finance Corporation

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500



  
 Schedule 1 

Amended and Restated Guaranty and Collateral Agreement 














			
	 Delaware City

Logistics Company LLC
	  	 Delaware City Logistics Company LLC

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500

		
	 Delaware

Pipeline Company
 LLC
	  	 Delaware Pipeline Company LLC

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500



  
 Schedule 1 

Amended and Restated Guaranty and Collateral Agreement 














			
	 PBF Logistics

Products
 Terminals LLC
	  	 PBF Logistics Products Terminals LLC

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500

		
	 PBFX Operating

Company LLC
	  	 PBFX Operating Company LLC

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500


  

  
 Schedule 1 

Amended and Restated Guaranty and Collateral Agreement 














			
	 Torrance Valley

Pipeline
 Company LLC
	  	 Torrance Valley Pipeline Company LLC

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500

		
	 Paulsboro Natural

Gas Pipeline
 Company LLC
	  	 Paulsboro Natural Gas Pipeline Company LLC

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke
 Telecopy
No: (973) 455-7500
 Email: john.luke@pbfenergy.com
  

with a copy, which shall not constitute notice, to:
  

PBF Logistics GP LLC
 One
Sylvan Way, Second Floor
 Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500


  

  
 Schedule 1 

Amended and Restated Guaranty and Collateral Agreement 













 Schedule 2 

Amended and Restated Guaranty and Collateral Agreement 

DESCRIPTION OF PLEDGED EQUITY INTERESTS 
  

									
	 Issuer
	  	 Holder
	  	Percent of
Ownership	 	Certificate No.	  	Number
of
Shares
	 Delaware City Terminaling Company LLC
	  	PBF Logistics LP	  	100%	 	Uncertificated	  	1 unit
	 Toledo Terminaling Company LLC
	  	PBF Logistics LP	  	100%	 	Uncertificated	  	1 unit
	 PBF Logistics Finance Corporation
	  	PBF Logistics LP	  	100%	 	#1	  	100
	 Delaware Pipeline Company LLC
	  	PBF Logistics LP	  	100%	 	Uncertificated	  	1 unit
	 Delaware City Logistics Company LLC
	  	PBF Logistics LP	  	100%	 	Uncertificated	  	1 unit
	 PBF Logistics Products Terminals LLC
	  	PBF Logistics LP	  	100%	 	#1	  	1 unit
	 PBFX Operating Company LLC
	  	PBF Logistics LP	  	100%	 	Uncertificated	  	1 unit
	 Torrance Valley Pipeline Company LLC
	  	PBFX Operating Company LLC	  	50%	 	Uncertificated	  	2 units
	 Paulsboro Natural Gas Pipeline Company LLC
	  	PBFX Operating Company LLC	  	100%	 	#3	  	1 unit

  

  
 Schedule 2 

Amended and Restated Guaranty and Collateral Agreement 













 Schedule 3 

Amended and Restated Guaranty and Collateral Agreement 

FILINGS AND OTHER REQUIRED ACTIONS 

TO PERFECT SECURITY INTEREST 
 Filings1 
  

									
	 Grantor
	  	State ID#	  	Jurisdiction of
Organization	  	Filing
Type	  	Filing
Jurisdiction
	 PBF Logistics LP
	  	130226994	  	DE	  	UCC-1	  	DE
	 Delaware City Terminaling Company LLC
	  	130283362	  	DE	  	UCC-1	  	DE
	 Toledo Terminaling Company LLC
	  	141349346	  	DE	  	UCC-1	  	DE
	 PBF Logistics Finance Corporation
	  	150568526	  	DE	  	UCC-1	  	DE
	 Delaware City Logistics Company LLC
	  	150449820	  	DE	  	UCC-1	  	DE
	 Delaware Pipeline Company LLC
	  	100312707	  	DE	  	UCC-1	  	DE
	 PBF Logistics Products Terminals LLC
	  	5936139	  	DE	  	UCC-1	  	DE
	 PBFX Operating Company LLC
	  	6130276	  	DE	  	UCC-1	  	DE
	 Torrance Valley Pipeline Company LLC
	  	5840676	  	DE	  	UCC-1	  	DE
	 Paulsboro Natural Gas Pipeline Company LLC
	  	2646324	  	DE	  	UCC-1	  	DE

  

	1 	 Fixture filings to be made post-Closing with respect to real property owned as of the Closing Date to the
extent requested by applicable local counsel. 



  
 Schedule 3 

Amended and Restated Guaranty and Collateral Agreement 













 Other Required Actions 

With respect to any applicable Copyright acquired after the Closing Date, delivery of a fully executed Intellectual Property Security Agreements and filing of
the same in the United States Copyright Office, in accordance with Section 6.08(b). 
 With respect to any fixture acquired after the Closing
Date, subject to the thresholds set forth in Section 6.12(c) of the Credit Agreement, delivery and filing of a duly completed UCC-1 fixture filing and filing thereof in the applicable real property office. 

 

  
 Schedule 3 













 Schedule 4 

Amended and Restated Guaranty and Collateral Agreement 

COMMERCIAL TORT CLAIMS 
 None. 

 

  
 Schedule 4 

Amended and Restated Guaranty and Collateral Agreement 













 Schedule 5 

Amended and Restated Guaranty and Collateral Agreement 

PATENTS, PATENT APPLICATIONS AND PATENT LICENSES 

None. 

  
 Schedule 5 

Amended and Restated Guaranty and Collateral Agreement 













 Schedule 6 

Amended and Restated Guaranty and Collateral Agreement 

TRADEMARKS, TRADEMARK APPLICATIONS AND TRADEMARK LICENSES 

Trademark Licenses with respect to the following Trademarks: 
  

													
	 Trademark
	  	 Country
	  	Application No.	  	Filing Date	  	Registration No.	  	Registration Date	  	Renewal Date
	 PBF ENERGY
	  	United States of America	  	85/502529	  	12/22/2011	  	4240811	  	11/13/2012	  	11/13/2022
	 PBF ENERGY (Stylized in Circle Design)
	  	Canada	  	1408750	  	8/27/2008	  	TMA858800	  	8/28/2013	  	8/28/2028
	 PBF ENERGY (Stylized in Circle Design)
	  	United States of America	  	77/981705	  	4/16/2008	  	3971638	  	5/31/2011	  	5/31/2021
	 PBF ENERGY (Stylized in Circle Design)
	  	United States of America	  	77/450012	  	4/16/2008	  	4115169	  	3/20/2012	  	3/20/2022
	 Delaware Pipeline Company (Stylized in Circle Design)
	  	United States of America	  		  	6/10/ 2010	  	4040498	  	10/18/2011	  	10/18/2021


  
 Schedule 6 

Amended and Restated Guaranty and Collateral Agreement 













 Schedule 7 

Amended and Restated Guaranty and Collateral Agreement 

COPYRIGHTS AND COPYRIGHT LICENSES 
 None.


  
 Schedule 7 

Amended and Restated Guaranty and Collateral Agreement 













 Schedule 8 

Amended and Restated Guaranty and Collateral Agreement 

DEPOSIT ACCOUNTS 
  

							
	 Grantor
	  	 Type of Account
	  	 Account Number
	  	 Name & Address of
Financial
Institutions

	 PBF Logistics LP
	  	Receivables	  	4069449460	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 PBF Logistics LP
	  	Operating	  	4069449478	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 PBF Logistics LP
	  	Receivables	  	4125006932	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 PBF Logistics LP
	  	Money Market	  	1751-3900375604	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 Delaware City Logistics Company LLC
	  	Operating	  	4128765732	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 Delaware City Terminaling Company LLC
	  	Operating	  	4126046598	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 Toledo Terminaling Company LLC
	  	Operating	  	4129235529	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 Delaware Pipeline Company LLC
	  	Operating	  	4149817694	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 PBF Logistics Products Terminals LLC
	  	Operating	  	4425982055	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063



  
 Schedule 8 

Amended and Restated Guaranty and Collateral Agreement 














							
	 PBF Logistics Products Terminals LLC
	  	Receivables	  	4426971974	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 PBF Logistics Products Terminals LLC
	  	Payroll	  	4334917747	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 PBFX Operating Company LLC
	  	Operating	  	4069450765	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 PBFX Operating Company LLC
	  	Payroll	  	4069450773	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 PBFX Operating Company LLC
	  	Receivables	  	4069450781	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 Torrance Valley Pipeline Company LLC
	  	Checking	  	38902819	  	 Citibank
 388 Greenwich

Street, 10th Floor

New York, NY 10013

	 Paulsboro Natural Gas Pipeline Company LLC
	  	Checking	  	4122145386	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063

	 Paulsboro Natural Gas Pipeline Company LLC
	  	Receivables	  	4334917739	  	 Wells Fargo Bank
 2975 Regent

Boulevard
 Irving, TX 75063



  
 Schedule 3 













 Annex I 

Joinder Agreement 

JOINDER AGREEMENT, dated as of         , 20        , made by
        , a         (the “Additional Grantor”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the
“Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. 

W I T N E S S E T H: 
 WHEREAS,
PBF Logistics LP, a Delaware limited partnership (the “Borrower”), the financial institutions from time to time party thereto (the “Lenders”), and the Administrative Agent, have entered into that certain Amended and
Restated Credit Agreement, dated as of July 30, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of the Borrower’s Subsidiaries have entered into that certain
Amended and Restated Guaranty and Collateral Agreement, dated as of July 30, 2018 (as amended, supplemented or otherwise modified from time to time, the “Guaranty and Collateral Agreement”) in favor of the Administrative Agent
for the benefit of the Secured Parties; 
 WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guaranty
and Collateral Agreement; and 
 WHEREAS, the Additional Grantor has agreed to execute and deliver this Joinder Agreement in order to become
a party to the Guaranty and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 

1. Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 of
the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative
Agent, for the benefit of the Secured Parties, a security interest in all Collateral owned by such Additional Grantor to secure all of the Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth
in Schedules 1 through 4 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection Certificate2. The
Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such
representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this 

 

	2 	 To be included to the extent a new Perfection Certificate is not already being delivered pursuant to
Section 6.2(g) of the Credit Agreement. 


 Annex I - 1 

Amended and Restated Guaranty and Collateral Agreement 












 
Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and
warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date. 

2. Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

3. Miscellaneous. This Joinder Agreement is a Loan Document executed in connection with the Credit Agreement. Delivery of an executed counterpart of a
signature page of this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Joinder Agreement. 

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

  

			
	[ADDITIONAL GRANTOR]
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Annex I - 2 

Amended and Restated Guaranty and Collateral Agreement 












 Annex II 

COPYRIGHT SECURITY AGREEMENT 

COPYRIGHT SECURITY AGREEMENT, dated as of             ,
201    , made by             , a             (the “Grantor”), in favor
of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Grantee”) for the Secured Parties as defined in the Credit Agreement referred to below. All capitalized terms not defined herein shall have
the meaning ascribed to them in such Guaranty and Collateral Agreement referred to below. 
 WHEREAS, PBF Logistics LP, a Delaware limited
partnership (the “Borrower”), the financial institutions from time to time party thereto (the “Lenders”), and the Administrative Agent, have entered into that certain Amended and Restated Credit Agreement, dated as
of July 30, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of the Borrower’s Subsidiaries have entered into that certain
Amended and Restated Guaranty and Collateral Agreement, dated as of July 30, 2018 (as amended, supplemented or otherwise modified from time to time, the “Guaranty and Collateral Agreement”) in favor of the Administrative Agent
for the benefit of the Secured Parties; 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Grantor grants to the Grantee, to secure the prompt and complete payment and performance when due of the Obligations, a continuing security interest in all of the Grantor’s right, title and interest in, to and under
(whether now owned or arising at any time hereafter) the following (collectively, the “Collateral”): 
 (i) each Copyright
set forth on Schedule I hereto; 
 (ii) each Copyright License set forth on Schedule II hereto; 

(iii) all registrations and applications for registration of any of the foregoing in the United States; and 

(iv) all Proceeds of any and all of the foregoing, and rights to sue for past, present and future violations. 

The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the
Guaranty and Collateral Agreement. The Grantor acknowledges and affirms that the rights and remedies of the Grantee with respect to the security interest in the Collateral granted hereby are more fully set forth in the Guaranty and Collateral
Agreement, the terms and provisions of which (including Section 10.12 thereof) are incorporated by reference herein as if fully set forth herein. In the event any provision of this Copyright Security Agreement is deemed to conflict with the
Guaranty and Collateral Agreement, the provisions of the Guaranty and Collateral Agreement shall control. 
 Annex II - 1 

Amended and Restated Guaranty and Collateral Agreement 












 Grantor authorizes and requests that the this Copyright Security Agreement be recorded with
the United States Copyright Office. 
 This agreement may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this agreement by facsimile or other electronic transmission
shall be effective as delivery of a manually executed counterpart of this Agreement. 
 [Signature Page Follows] 

Annex II - 2 
 Amended and Restated
Guaranty and Collateral Agreement 












 IN WITNESS WHEREOF, the Grantors have caused this Copyright Security Agreement to be duly
executed by its officer thereunto duly authorized as of the             day of             ,
            . 
  

			
	[GRANTOR]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Acknowledged:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

	By:	 	  

		 	Name:
		 	Title:

  
 Annex II - 3 

Amended and Restated Guaranty and Collateral Agreement 












 Schedule I 

to Copyright Security Agreement 

REGISTRATIONS 
  

							
	 Registration No.
	 	 Registration Date
	 	 Title
	 	 Expiration

Date



Annex II - 4 
 Amended and Restated
Guaranty and Collateral Agreement 












 Schedule II 

to Copyright Security Agreement 

COPYRIGHT LICENSES 
  

							
	 Name of Agreement
	 	 Parties

Licensor/Licensee
	 	 Date of

Agreement
	 	 Subject

Matter



Annex II - 5 
 Amended and Restated
Guaranty and Collateral Agreement 












 EXHIBIT G-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 Amended and Restated Revolving Credit Agreement, dated as of July 30, 2018 (as amended, amended
and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Wells 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 3.1 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, the undersigned agrees that (1) if the information provided 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 in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 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 G-1 

Form of U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) 













 EXHIBIT G-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 Amended and Restated Revolving Credit Agreement, dated as of July 30, 2018 (as amended, amended
and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Wells 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 3.1 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 in 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 PARTICIPANT]
		
	By:	 	  

		 	Name:
		 	Title:

 Date:
                    , 20[    ] 

  
 Exhibit G-2 

Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) 













 EXHIBIT G-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 Amended and Restated Revolving Credit Agreement, dated as of July 30, 2018 (as amended, amended
and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Wells 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 3.1 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) 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 in 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:
		 	Title:

 Date:
                    , 20[    ] 

  
 Exhibit G-3 

Form of U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) 













 EXHIBIT G-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 Amended and Restated Revolving Credit Agreement, dated as of July 30, 2018 (as amended, amended
and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PBF Logistics LP (the “Borrower”), Wells 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 3.1 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) 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, the undersigned agrees that (1) if the information provided 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 in
either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

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 G-4 

Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) 













 EXHIBIT H 

FORM OF GUARANTY OF COLLECTION 

[Form of Guaranty of Collection follows this cover page.] 

  
 Exhibit H 

Form of Guaranty of Collection 













 Execution Version 

REAFFIRMATION AGREEMENT 

This Reaffirmation Agreement (this “Agreement”), dated as of July 30, 2018 is made by PBF Energy Company LLC, a Delaware
limited liability company (the “Reaffirming Party”) in favor of Wells Fargo Bank, National Association (“Wells”), as administrative agent (in such capacity, the “Administrative Agent”), Swingline
Lender and L/C Issuer for the Secured Parties under the Credit Agreement referred to below. 
 WHEREAS, reference is made to that certain
Revolving Credit Agreement dated as of May 14, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”) by and among PBF Logistics LP, a Delaware limited
partnership (the “Borrower”), the lenders party thereto from time to time (the “Lenders”) and the Administrative Agent; 

WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into that certain Amended and Restated Revolving Credit Agreement
dated of even date herewith (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meaning
assigned to such terms in the Credit Agreement), which amends and restates the Existing Credit Agreement in its entirety; 
 WHEREAS, the
Reaffirming Party is a party to that certain Amended and Restated Guaranty of Collection, dated as of September 30, 2014 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty of
Collection”), among the Reaffirming Party, the Administrative Agent and Wells Fargo Bank, National Association, as administrative agent under that certain Term Loan and Security Agreement dated May 14, 2014 between the Borrower and the
lenders party thereto from time to time; and 
 WHEREAS, the Reaffirming Party expects to realize, or has realized, substantial direct and
indirect benefits as a result of the Loans and Commitments made available to the Borrower under the Credit Agreement; 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 
 Reaffirmation

 SECTION 1.01. Reaffirmation. The Reaffirming Party hereby (a) acknowledges the existence, validity and
enforceability of the Credit Agreement, (b) confirms and ratifies all of its obligations under the Guaranty of Collection, including its respective guarantees and other obligations, under and subject to the terms of the Guaranty of Collection,
and (c) agrees that such guarantees and other obligations and the terms of the Guaranty of Collection are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect in accordance with their
terms and, as applicable, shall guarantee all Obligations under the Credit Agreement. The parties hereto acknowledge and agree that all references to the “Credit Agreement” (or words of similar import) in the Guaranty of Collection refer
to the Credit Agreement without impairing any such obligations or Liens in any respect. 












 ARTICLE II 

Miscellaneous 
 SECTION
2.01. Loan Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof. 

SECTION 2.02. Effectiveness; Counterparts. This Agreement shall become effective on the date when copies hereof which, when taken
together, bear the signatures of the Reaffirming Party set forth on the signature pages hereto shall have been received by the Administrative Agent (or its counsel). This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided herein. Delivery of an executed signature page to this Agreement by
facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 SECTION
2.03. No Novation. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the priority of any Lien on any Collateral securing any obligation under any Loan
Document. Nothing herein shall be construed as a substitution or novation of the obligations and liabilities outstanding under the Existing Credit Agreement or any Lien securing the same, and it is the intent of the parties hereto to confirm that
all obligations of the Reaffirming Party under the Guaranty of Collection and the other Loan Documents to which it is a party shall continue in full force and effect. 

SECTION 2.04. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION AND IN SECTION 10.15 OF THE CREDIT AGREEMENT. 

[Signature pages follow] 

  
 2 













 IN WITNESS WHEREOF, the Reaffirming Party has caused this Agreement to be duly executed by
its authorized officer as of the day and year first above written. 
  

			
	PBF ENERGY COMPANY LLC,
	as a Reaffirming Party
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURE PAGE TO PARENT
GUARANTY REAFFIRMATION AGREEMENT] 













	
	Acknowledged and agreed:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent


  

			
	By:	 	  

	Name:	 	
	Title:	 	

 [SIGNATURE PAGE TO PARENT GUARANTY
REAFFIRMATION AGREEMENT]