Common use of Tax Treatment and Related Covenants Clause in Contracts

Tax Treatment and Related Covenants. (a) Immediately prior to the Closing, the Partnership shall borrow an amount equal to the Borrowed Funds under indebtedness that constitutes a PBF Recourse Liability in a manner such that the Borrowed Funds Distribution is allocable to the proceeds of such borrowing pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Transaction Debt”, and together with all other indebtedness of the Partnership that constitutes a PBF Recourse Liability, the “Partnership Debt”). (b) The Parties intend that the transactions described in this Agreement are properly characterized as transactions described in Sections 721(a) and 731 of the Code and agree to file all Tax Returns in a manner consistent with such treatment. The Cash Distribution shall be treated (A) as a “debt-financed transfer” to PBF Energy under Treasury Regulations Section 1.707-5(b) to the extent the Borrowed Funds Distribution is traceable under the principles of Treasury Regulations Section 1.163-8T to PBF Energy’s allocable share, determined under Treasury Regulations Section 1.707-5(b)(2), of Partnership Debt and (B) as a reimbursement of PBF Energy’s preformation expenditures with respect to the Toledo Tank Farm Assets within the meaning of Treasury Regulations Section 1.707-4(d) to the extent of the Proceeds Distribution. (c) For a period of four (4) years following the Closing Date, the Parties shall ensure (and shall cause their respective Affiliates to ensure) that PBF Energy’s “allocable share” of (i) the Transaction Debt will not be less than the entire outstanding principal balance of the Transaction Debt outstanding immediately after the Closing and (ii) the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Closing. (d) PBF Energy will maintain a net value (as determined pursuant to the principles of Treasury Regulation Section 1.752-2(k)(2), applying those principles as if PBF Energy were a disregarded entity for federal income tax purposes) that is not less than the principal amount of Partnership Debt outstanding immediately after the Closing, which amount will be reduced by principal payments by Partnership on such indebtedness and which amount will not be increased by any new borrowings by the Partnership. (e) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 7.1, except with the prior written consent of PBF Energy or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

Tax Treatment and Related Covenants. (a) Immediately Prior to the Closing, but no more than ninety (90) days prior to the Closing, the Partnership shall borrow will incur a new and separate borrowing (which may be in the form of senior debt, a new term loan or any combination thereof) in an amount equal to the Borrowed Funds under indebtedness that constitutes a PBF Recourse Liability in a manner such that the Borrowed Funds Distribution is allocable to the proceeds of such borrowing pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Transaction Debt”, and together with all other indebtedness of the Partnership that constitutes a PBF Recourse Liability, the “Partnership Debt”). (b) The Parties intend that the transactions described in this Agreement are properly characterized as transactions described in Sections 721(a) and 731 of the Code and agree to file all Tax Returns in a manner consistent with such treatment. The receipt of the Cash Distribution shall be treated (A) as a “debt-financed transfer” to PBF Energy under Treasury Regulations Section 1.707-5(b) to the extent the Borrowed Funds Distribution is traceable under the principles of Treasury Regulations Section 1.163-8T to PBF Energy’s allocable share, determined under Treasury Regulations Section 1.707-5(b)(2), of Partnership Debt and (B) as a reimbursement of PBF Energy’s preformation expenditures with respect to the Toledo Tank Farm Delaware Logistics Assets within the meaning of Treasury Regulations Section 1.707-4(d) to the extent of the Proceeds Distribution. (c) For a period of four (4) years following the Closing Date, the Parties shall ensure (and shall cause their respective Affiliates to ensure) that PBF Energy’s “allocable share” of (i) the Transaction Debt will not be less than the entire outstanding principal balance of the Transaction Debt outstanding immediately after the Closing and (ii) the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Closing. (d) PBF Energy will maintain a net value (as determined pursuant to the principles of Treasury Regulation Section 1.752-2(k)(2), applying those principles as if PBF Energy were a disregarded entity for federal income tax purposes) that is not less than the principal amount of Partnership Debt outstanding immediately after the Closing, which amount will be reduced by principal payments by Partnership on such indebtedness and which amount will not be increased by any new borrowings by the Partnership. (e) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 7.1, except with the prior written consent of PBF Energy or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

Tax Treatment and Related Covenants. (ai) Immediately prior to the Closing, the Partnership shall borrow an amount equal to the Borrowed Funds under indebtedness that constitutes a PBF Recourse Liability Except as otherwise provided in a manner such that the Borrowed Funds Distribution is allocable to the proceeds of such borrowing pursuant to Treasury Regulation this Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c5.9(e), the “Transaction Debt”, and together with all other indebtedness of the Partnership that constitutes a PBF Recourse Liability, the “Partnership Debt”). (b) The Parties intend parties acknowledge that the transactions described in this Agreement are properly characterized as transactions described in Sections 721(a) and 731 of the Code and agree to file all Tax Returns in a manner consistent with such treatment. . (ii) The Cash Distribution Amount and any Deferred Consideration shall be treated (A) as a “debt-financed transfer” to PBF Energy Holdings under Treasury Regulations Section 1.707-5(b) to the extent the Borrowed Funds Distribution cash is traceable under the principles of Treasury Regulations Section 1.163-8T to PBF EnergyHoldings’s allocable share, determined under Treasury Regulations Section 1.707-5(b)(2), of Partnership Debt and indebtedness of EQM, (B) as a reimbursement of PBF EnergyHoldings’s preformation expenditures with respect to the Toledo Tank Farm Sunrise Assets and any Transportation Agreement within the meaning of Treasury Regulations Section 1.707-4(d) to the extent applicable, and (C) as the proceeds of a sale by Holdings of the Proceeds Distribution. Sunrise Assets and any Transportation Agreement to EQM to the extent clauses (cA) and (B), or any other exceptions to the “disguised sale” rules under Section 707 and the Treasury Regulations thereunder, are inapplicable. It is the intention of the parties that the reimbursement described in clause (B) of the preceding sentence be divided between the Cash Amount and the Deferred Consideration as follows: a portion of each of the Cash Amount and the Deferred Consideration equal to 50% of the aggregate amount of Holdings’ expenditures qualifying for the exception to the disguised sale rules under Treasury Regulations Section 1.707-4(d) (after taking into account all applicable limitations under Treasury Regulations Section 1.707-4(d)) shall be treated as paid to reimburse such expenditures. For a period of four (4) years following years, except with the Closing Dateprior written consent of Holdings, EQM will not, and EQM has no current plans to, make any payment that would reduce the Parties shall ensure (and shall cause their respective Affiliates to ensure) that PBF Energy’s “allocable share” of (i) the Transaction Debt will not be less than the entire outstanding principal balance of indebtedness of EQM, other than with the Transaction Debt outstanding immediately after proceeds of a successor debt that (A) qualifies as, and is treated by EQM as, a continuation of the Closing debt repaid under Treasury Regulations Section 1.707-5(c), and (iiB) is treated as allocable to Holdings under the Partnership Debt will not be less than principles of the entire outstanding principal debt-financed transfer exception to the disguised sale rules provided in Treasury Regulations Section 1.707-5(b) to the extent the reduced balance of the Partnership Debt outstanding immediately after the Closing. (d) PBF Energy will maintain a net value (as determined pursuant to the principles of Treasury Regulation Section 1.752-2(k)(2), applying those principles as if PBF Energy were a repaid debt was so allocated. The parties acknowledge that Sunrise and Holdings are disregarded entity for federal income tax purposespurposes as entities apart from EQT Corporation; accordingly, references to Holdings and Sunrise in this Section 5.9(e) that is not less than include EQT Corporation as the principal amount of Partnership Debt outstanding immediately after the Closing, which amount will be reduced by principal payments by Partnership on such indebtedness and which amount will not be increased by any new borrowings by the Partnershipcontext requires. (eiii) The Parties shall Except with the prior written consent of Holdings, EQM agrees to act at all times in a manner consistent with this intended treatment of the foregoing provisions Cash Amount and any Deferred Consideration, including, if required, disclosing the distribution of this Section 7.1, except the Cash Amount or any Deferred Consideration in accordance with the prior written consent requirements of PBF Energy or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdictionTreasury Regulations Section 1.707-3(c)(2).

Tax Treatment and Related Covenants. (a) Immediately prior to the Closing, the Partnership shall borrow an amount equal to the Borrowed Funds under indebtedness that constitutes a PBF Recourse Liability in a manner such that the Borrowed Funds Distribution is allocable to the proceeds of such borrowing pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Transaction Debt”, and together with all other indebtedness of the Partnership that constitutes a PBF Recourse Liability, the “Partnership Debt”). (b) The Parties intend that the transactions described in this Agreement are properly characterized as transactions described in Sections 721(a) and 731 of the Code and agree to file all Tax Returns in a manner consistent with such treatment. The Cash Distribution shall be treated (A) as a “debt-financed transfer” to PBF Energy under Treasury Regulations Section 1.707-5(b) to the extent the Borrowed Funds Distribution is traceable under the principles of Treasury Regulations Section 1.163-8T to PBF Energy’s allocable share, determined under Treasury Regulations Section 1.707-5(b)(2), of Partnership Debt and (B) as a reimbursement of PBF Energy’s preformation expenditures with respect to the Toledo Tank Farm West Rack Assets within the meaning of Treasury Regulations Section 1.707-4(d) to the extent of the Proceeds Distribution. (c) For a period of four (4) years following the Closing Date, the Parties shall ensure (and shall cause their respective Affiliates to ensure) that PBF Energy’s “allocable share” of (i) the Transaction Debt will not be less than the entire outstanding principal balance of the Transaction Debt outstanding immediately after the Closing and (ii) the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Closing. (d) PBF Energy will maintain a net value (as determined pursuant to the principles of Treasury Regulation Section 1.752-2(k)(2), applying those principles as if PBF Energy were a disregarded entity for federal income tax purposes) that is not less than the principal amount of Partnership Debt outstanding immediately after the Closing, which amount will be reduced by principal payments by Partnership on such indebtedness and which amount will not be increased by any new borrowings by the Partnership. (e) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 7.1, except with the prior written consent of PBF Energy or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

Tax Treatment and Related Covenants. (a) Immediately prior to the Closing, the Partnership shall borrow an amount equal to the Borrowed Funds under indebtedness that constitutes a PBF Recourse Liability in a manner such that the Borrowed Funds Distribution is allocable to the proceeds of such borrowing pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-1.163- 8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Transaction Debt”, and together with all other indebtedness of the Partnership that constitutes a PBF Recourse Liability, the “Partnership Debt”). (b) The Parties intend that the transactions described in this Agreement are properly characterized as transactions described in Sections 721(a) and 731 of the Code and agree to file all Tax Returns in a manner consistent with such treatment. The Cash Distribution shall be treated (A) as a “debt-financed transfer” to PBF Energy under Treasury Regulations Section 1.707-5(b) to the extent the Borrowed Funds Distribution is traceable under the principles of Treasury Regulations Section 1.163-8T to PBF Energy’s allocable share, determined under Treasury Regulations Section 1.707-5(b)(2), of Partnership Debt and (B) as a reimbursement of PBF Energy’s preformation expenditures with respect to the Toledo Tank Farm Assets within the meaning of Treasury Regulations Section 1.707-4(d) to the extent of the Proceeds Distribution. (c) For a period of four (4) years following the Closing Date, the Parties shall ensure (and shall cause their respective Affiliates to ensure) that PBF Energy’s “allocable share” of (i) the Transaction Debt will not be less than the entire outstanding principal balance of the Transaction Debt outstanding immediately after the Closing and (ii) the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Closing. (d) PBF Energy will maintain a net value (as determined pursuant to the principles of Treasury Regulation Section 1.752-2(k)(2), applying those principles as if PBF Energy were a disregarded entity for federal income tax purposes) that is not less than the principal amount of Partnership Debt outstanding immediately after the Closing, which amount will be reduced by principal payments by Partnership on such indebtedness and which amount will not be increased by any new borrowings by the Partnership. (e) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 7.1, except with the prior written consent of PBF Energy or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

Tax Treatment and Related Covenants. (a) Immediately Prior to the Closing, but no more than ninety (90) days prior to the Closing, the Partnership shall borrow will incur a new and separate borrowing (which may be in the form of senior debt, a new term loan or any combination thereof) in an amount equal to the Borrowed Funds under indebtedness that constitutes a PBF Recourse Liability in a manner such that the Borrowed Funds Distribution is allocable to the proceeds of such borrowing pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-1.163- 8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Transaction Debt”, and together with all other indebtedness of the Partnership that constitutes a PBF Recourse Liability, the “Partnership Debt”). (b) The Parties intend that the transactions described in this Agreement are properly characterized as transactions described in Sections 721(a) and 731 of the Code and agree to file all Tax Returns in a manner consistent with such treatment. The receipt of the Cash Distribution shall be treated (A) as a “debt-financed transfer” to PBF Energy under Treasury Regulations Section 1.707-5(b) to the extent the Borrowed Funds Distribution is traceable under the principles of Treasury Regulations Section 1.163-8T to PBF Energy’s allocable share, determined under Treasury Regulations Section 1.707-5(b)(2), of Partnership Debt and (B) as a reimbursement of PBF Energy’s preformation expenditures with respect to the Toledo Tank Farm Delaware Logistics Assets within the meaning of Treasury Regulations Section 1.707-4(d) to the extent of the Proceeds Distribution. (c) For a period of four (4) years following the Closing Date, the Parties shall ensure (and shall cause their respective Affiliates to ensure) that PBF Energy’s “allocable share” of (i) the Transaction Debt will not be less than the entire outstanding principal balance of the Transaction Debt outstanding immediately after the Closing and (ii) the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Closing. (d) PBF Energy will maintain a net value (as determined pursuant to the principles of Treasury Regulation Section 1.752-2(k)(2), applying those principles as if PBF Energy were a disregarded entity for federal income tax purposes) that is not less than the principal amount of Partnership Debt outstanding immediately after the Closing, which amount will be reduced by principal payments by Partnership on such indebtedness and which amount will not be increased by any new borrowings by the Partnership. (e) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 7.1, except with the prior written consent of PBF Energy or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.