9.2.5. Application of Proceeds; Collateral Sharing 65 9.2.6.
Other Rights and Remedies 66 10 . THE AGENT 66 10.1. Appointment and Authority
66 10.2. Rights as a Lender 66 10.3. Exculpatory Provisions 66 10.4. Reliance by
Agent 67 10.5. Delegation of Duties 67 10.6. Resignation of Agent 67 10.7.
Non-Reliance on Agent and Other Lenders 68 10.8. [Reserved] 68 10.9. [Reserved]
68 10.10. [Reserved] 68 10.11.
Calculations 68 10.12.
Beneficiaries 69 11 .
MISCELLANEOUS 69 11.1. Modifications, Amendments or Waivers 69 11.1.1.
Increase of Commitments; Extension of Maturity Date 69
(iv)
11.1.2.
Extension of Payment; Reduction of Principal,
Interest or Fees; Modification of Terms of Payment 69 11.1.3. Release of
Guarantor 69 11.1.4. Miscellaneous 70 11.2. No Implied Waivers; Cumulative
Remedies; Writing Required 70 11.3. Expenses; Indemnity; Damage Waiver 70
11.3.1. Costs and Expenses 70 11.3.2. Indemnification by the Borrower 71 11.3.3.
Reimbursement by Lenders 71 11.3.4. Waiver of Consequential Damages, Etc. 72
11.3.5. Payments 72 11.4. Holidays 72 11.5. Funding by Branch, Subsidiary or
Affiliate 72 11.5.1. Notional Funding 72 11.5.2. Actual Funding 72 11.6.
Notices; Lending Offices 73 11.7. Severability 74 11.8. Governing Law 74 11.9.
Prior Understanding 74 11.10.
Duration; Survival 74 11.11.
Successors and
Assigns 74 11.11.1. Successors and Assigns Generally 74 11.11.2. Assignments by
Lenders 75 11.11.3. Register 76 11.11.4. Participations 76 11.11.5. Certain
Pledges; Successors and Assigns Generally 77 11.12.
Confidentiality 77
11.12.1. General 77 11.12.2. Sharing Information With Affiliates of the Lenders
78 11.13.
Counterparts 78 11.14.
[Reserved] 78 11.15. Exceptions 78 11.16.
WAIVER OF JURY TRIAL 78 11.17. JURISDICTION & VENUE 79 11.18. USA Patriot Act
Notice 79 11.19. Joinder of Guarantors 79 11.20. Keepwell 80 11.21. Anti-Money
Laundering/International Trade Law Compliance 80 11.22. No Fiduciary Duty 81
11.23. Electronic Images of Loan Documents 81
(v)
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A) - [RESERVED] SCHEDULE 1.1(B) - COMMITMENTS OF
LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE
6.1.2 - SUBSIDIARIES SCHEDULE 6.1.12 - CONSENTS AND APPROVALS SCHEDULE 8.2.1 -
EXISTING INDEBTEDNESS
EXHIBITS
EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION
AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY
AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 2.4 - LOAN REQUEST EXHIBIT 5.8.6(A) -
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes) EXHIBIT 5.8.6(B) - U.S. TAX COMPLIANCE
CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes) EXHIBIT 5.8.6(C) - U.S. TAX COMPLIANCE CERTIFICATE (For
Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.8.6(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.1.3(A) - OPINION OF
COUNSEL EXHIBIT 7.1.3(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 8.2.5 -
ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - COMPLIANCE CERTIFICATE
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of August 18, 2017 and is made by and among
NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Borrower"),
EACH OF THE GUARANTORS (as hereinafter