Common use of Conditions Precedent to the Loans Clause in Contracts

Conditions Precedent to the Loans. (a) The obligation of the Lenders to make the Initial Loan hereunder is subject to satisfaction of the following conditions precedent: (i) Receipt by the Administrative Agent of the following items, each in form and substance reasonably satisfactory to the Lenders: (A) executed counterparts of this Agreement and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary; (C) if requested by any Lender, a Note (in the form of Exhibit B attached) evidencing the Loan executed by the Borrower in favor of such Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may 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; (G) 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 each 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; (H) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (I) a certificate signed by a Responsible Officer of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent; (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (ii) All of the representations and warranties in the Agreement made by any Loan Party shall be true and correct in all material respects (or if such representation or warranty is qualified by materiality, in all respects) as of the Closing Date, or if such representation speaks of an earlier date, as of such earlier date. (iii) No Default or Event of Default under the Agreement shall have occurred and be continuing or would result from the initial making of Loans thereunder. (iv) The Transactions shall have been completed in accordance with the terms of the Transfer Documents and applicable Law and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000.

Conditions Precedent to the Loans. (a) The Notwithstanding anything to the contrary in this Agreement, the obligation of the Lenders any Bank to make any Loans hereunder on the Initial Loan hereunder initial Borrowing Date following the Closing Date is subject to satisfaction each of the following conditions precedent: (ia) Receipt by the The Administrative Agent of shall have received the following itemsfollowing, each of which shall be in form and substance reasonably satisfactory to the LendersAdministrative Agent: (A1) executed counterparts of this Agreement and the GuarantyRevolving Credit Notes, duly executed and delivered by each Loan Party that is a party hereto and theretothe Borrower; (B2) executed counterparts of each Account Control this Agreement, duly executed and delivered by the Borrower and the applicable IntermediaryBorrower; (C3) if requested by any Lender, a Note (A Notice of Authorized Borrowers in the form of attached hereto as Exhibit B attached) evidencing the Loan executed by the Borrower in favor of such LenderG; (D4) Permitted Collateral with a value Certified copies of not less than the Required Collateral Amount, calculated after giving effect to resolutions of the Board of Directors for the Borrower authorizing the making and performance of this Agreement, the Initial Loan on Revolving Credit Notes and all other Credit Documents and the Closing Datetransactions contemplated hereby and thereby; (E5) evidence that all action that A certificate of appropriate officers of the Administrative Agent may reasonably deem necessary in order Borrower (A) who is authorized to perfect the Liens created hereunder has been takenexecute and deliver, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent case may require evidencing be, this Agreement, the identityRevolving Credit Notes and all other Credit Documents, authority and capacity of each Responsible Officer thereof (B) who will, until replaced by another officer or officers duly authorized to for that purpose, act as a Responsible Officer its representative for the purpose of signing documents and giving notices and other communications in connection with with, as the case may be, this Agreement and the other Loan Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such certificate until it receives notice in writing from the Borrower to which such Loan Party is a party or is to be a partythe contrary); (G6) If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (7) An opinion of counsel to the Borrower, addressing such documents matters and certifications in such form 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 each 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;require; and (H) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, as to the matters concerning the Loan Parties and the Loan Documents 8) Such other documents as the Administrative Agent may reasonably request;. (Ib) a certificate signed by a Responsible Officer No material adverse change in the assets, business, operations, financial condition, liabilities or capitalization of the Borrower certifying (a) as shall have occurred since the date of the most recent financial statement of the Borrower and its consolidated Subsidiaries delivered to the matters set forth in Section 2(a)(iiAdministrative Agent and the Banks. (c) below No litigation or similar proceeding shall exist or be threatened with respect to the making of the Loans or consummation of the transactions contemplated hereby, and (b) since December 31, 2013, there no Requirement of Law shall have not occurred any event been promulgated or condition that has had or could be reasonably expected, either individually or in the aggregate, deemed applicable which is likely to have a Material Adverse Effect;material adverse effect on the assets, liabilities, operations, business, financial condition or capitalization of the Borrower or the Subsidiaries taken as a whole, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Revolving Credit Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (Jd) a certificate from the chief financial officer of (i) All representations and warranties made by the Borrower certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent; (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent requests or in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy any of the flow of funds other Credit Documents, or in any certificate or statement furnished in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (ii) All of the representations and warranties in the Agreement made by any Loan Party shall be or otherwise, are true and correct in all material respects (or if such representation or warranty is qualified by materiality, in all respects) as of the Closing Date, or date of each Loan as if such representation speaks of an earlier date, made on and as of such earlier date. (iiie) No Default or Event of Default under the Agreement shall have occurred and be continuing as of the date of any Loan or would result from after giving effect to any Loan. (f) The Loans, the use of the proceeds thereof, the other transactions contemplated by this Agreement and the other Credit Documents, and the performance thereof by the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of Law. (g) Borrower shall have paid all fees, out of pocket costs and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks and the preparation and execution of the Credit Documents (in accordance with Section 9.3(a) in the case of the initial making of Loans thereunderthe Loans). (iv) The Transactions shall have been completed in accordance with the terms of the Transfer Documents and applicable Law and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000.

Conditions Precedent to the Loans. (a) The obligation of the Lenders Lender to make the Initial Loan hereunder is subject to satisfaction of the following conditions precedent: (i) Receipt by the Administrative Agent Lender of the following items, each in form and substance reasonably satisfactory to the LendersLender: (A) executed counterparts of this Agreement and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary; (C) if requested by any the Lender, a Note (in the form of Exhibit B attached) evidencing the Initial Loan executed by the Borrower in favor of such the Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent Lender may reasonably deem necessary or desirable in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent Lender may 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; (G) such documents and certifications as the Administrative Agent Lender 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 each 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; (H) a favorable opinion of Xxxxxxxx Xxxxxx & Xxxxx Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the LendersLender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Lender may reasonably request; (I) a certificate signed by a Responsible Officer of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effectbelow; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it attesting to the Solvency of the Borrower and its Subsidiaries, Subsidiaries on a consolidated basis, basis before and after giving effect to the Transactionsexecution and delivery of the Loan Documents, shall be Solvent the making of the Initial Loan on the Closing Date, the purchase of the Required Collateral Amount as of the Closing Date and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the consummation of the Transactions, shall be Solvent;; and (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (ii) All of the representations and warranties in the Agreement made by any Loan Party The Specified Representations shall be true and correct in all material respects (or if such representation or warranty is qualified by materiality, in all respects) as of the Closing Date, or if such representation speaks of an earlier date, as of such earlier date. (iii) No Default or Event of Default under the Agreement shall have occurred and be continuing or would result from the initial making of Loans thereunder. (iv) The Transactions shall have been completed in accordance with the terms of the Transfer Documents and applicable Law and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000Law.

Conditions Precedent to the Loans. (a) The obligation of the Lenders to make the Initial Loan hereunder is subject to satisfaction of the following conditions precedent: (i) Receipt by the Administrative Agent of the following items, each in form and substance reasonably satisfactory to the Lenders: (A) executed counterparts of this Agreement and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary; (C) if requested by any Lender, a Note (in the form of Exhibit B attached) evidencing the Loan executed by the Borrower in favor of the such Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may 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; (G) 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 each 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; (H) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (I) a certificate signed by a Responsible Officer of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent;. (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (ii) All of the representations and warranties in the Agreement made by any Loan Party shall be true and correct in all material respects (or if such representation or warranty is qualified by materiality, in all respects) as of the Closing Date, or if such representation speaks of an earlier date, as of such earlier date. (iii) No Default or Event of Default under the Agreement shall have occurred and be continuing or would result from the initial making of Loans thereunder. (iv) The Transactions shall have been completed in accordance with the terms of the Transfer Documents and applicable Law and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000.

Conditions Precedent to the Loans. (a) The obligation obligations of the Lenders to make the Initial Loan hereunder is subject to satisfaction Loans shall not become effective until the date on which each of the following conditions precedentis satisfied (or waived in accordance with Section 10.02): (a) Appropriate Notes are issued payable to the order of such Lender, if requested; (b) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (1) a counterpart of this Agreement signed on behalf of such party, or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) from each Subsidiary that is a guarantor, either (1) a counterpart of the Guaranty signed on behalf of such party, or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Guaranty) that such party has signed a counterpart of the Guaranty; (c) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (d) The Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower (and its predecessor entity) for the three most recent fiscal years ended prior to the Effective Date as to which such financial statements are available, (ii) satisfactory unaudited interim consolidated financial statements of the Borrower for each fiscal quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, (iii) pro forma consolidated financial statements as of the Effective Date of the Borrower and its Subsidiaries for the most recent fiscal year after giving effect to the Loans made under this Agreement and (iv) projections prepared by the Borrower of its balance sheet, income statements, Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio for the term of this Agreement; (e) The Administrative Agent (or its counsel) shall have received certified copies of the resolutions of (i) the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Agreement and the execution, issuance, delivery and performance of its Notes and (ii) the Board of Directors of and on behalf of each Subsidiary that is a guarantor, authorizing the execution, delivery and performance under the Guaranty Agreement; (f) The Administrative Agent (or its counsel) shall have received certificates of responsible officers of the General Partner, as general partner and on behalf of the Borrower, to the effect that: (i) Receipt by the representations and warranties contained in ARTICLE III are true and accurate on and as of the date of the making of each such Loan as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); and (ii) no event has occurred and is continuing or would result from the proposed Borrowing, which constitutes an Event of Default or a Default. (g) The Administrative Agent (or its counsel) shall have received an opinion: (i) of Xxxxxx & Xxxxxx LLP, special counsel to the following itemsBorrower, each in form and substance reasonably satisfactory to the Lenders: (A) executed counterparts of this Agreement and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary; (C) if requested by any Lender, a Note (in the form of Exhibit B attached) evidencing the Loan executed by the Borrower in favor of such Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may 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; (G) 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 each 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; (H) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed acceptable to the Administrative Agent and its counsel; and (ii) of an associate general counsel or the Lendersgeneral counsel of the Borrower, as in form and substance reasonably acceptable to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent and its counsel; (h) There shall not have occurred a Material Adverse Change; (i) The Lenders shall have received such documents and other instruments as are customary for transactions of this type or as they or their counsel may reasonably request; (Ij) The Administrative Agent (or its counsel) shall have received a certificate signed by of a Responsible Officer responsible officer of the Borrower certifying (a) as relating to the matters set forth in Section 2(a)(ii) below and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent; (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the USA Patriot Act; and (Lk) a copy of the flow of funds in connection with the closing of the Loans deemed satisfactory by the The Administrative Agent. (ii) All of the representations and warranties in the Agreement made by any Loan Party Agent shall be true and correct in all material respects (or if such representation or warranty is qualified by materialityreasonably satisfied that, in all respects) as of the Closing Effective Date, or if such representation speaks of an earlier dateafter giving pro forma effect to the Loans made under this Agreement, as of such earlier date. (iii) No Default or Event of Default under the Agreement shall have occurred and be continuing or would result from the initial making of Loans thereunder. (iv) The Transactions shall have been completed in accordance with the terms Consolidated Leverage Ratio of the Transfer Documents Borrower and applicable Law and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000its Subsidiaries will not exceed 3.00 to 1.00.

Conditions Precedent to the Loans. (a) The obligation of the Lenders No Lender shall be required to make the Initial fund its Loan hereunder is subject to satisfaction unless each of the following conditions precedentprecedent has been satisfied by Borrower or waived by Xxxxxxx on or before the date of such Loan: (a) Borrower and each other Person that is to be a party to this Agreement on shall have executed and delivered this Agreement. (b) Borrower shall have delivered to Lenders and Agent each of the following: (i) Receipt a certificate signed by the Administrative Agent secretary or assistant secretary of Xxxxxxxx, including a certificate of incumbency with respect to each Senior Officer executing a Loan Document, together with: (A) a copy of the following itemscertificate of formation of Borrower certified to be true, each complete and correct by the Secretary of State of the State of Maryland, (B) a true, complete and correct copy of the other Organic Documents of Borrower, (C) a true, complete and correct copy of the resolutions of the board of directors of Borrower authorizing the execution, delivery and performance by Xxxxxxxx of the Loan Documents and authorizing the borrowing hereunder and (D) a certificate of good standing as to Borrower from Secretary of State of the State of Maryland; (ii) a customary legal opinion of legal counsel to Xxxxxxxx addressed to Agent and Lenders, in form and substance reasonably satisfactory to Lenders; (iii) a disbursement letter executed by Borrower authorizing Agent to apply the proceeds of the Loans as set forth therein; (iv) evidence of an investment grade credit rating from Xxxx Xxxxx or, if Xxxx Xxxxx no longer rates Persons in the cannabis business, another nationally recognized rating agency selected by Borrower in consultation with, but in no event needing the consent of, Required Lenders:; (v) receipt of a CUSIP for the Commitments; and (vi) a certificate of a Senior Officer certifying that, as of the Closing Date, (A) executed counterparts of this Agreement the conditions specified in Section 6.1(e) and the Guaranty6.1(f) have been satisfied, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts of each Account Control Agreement, duly executed Borrower shall have obtained all material governmental and delivered by third-party consents and approvals as may be required in connection with the Borrower Loans and the applicable Intermediary; transactions contemplated hereby, (C) if requested by any Lender, a Note (in the form of Exhibit B attached) evidencing the Loan executed by the Borrower in favor of such Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other there is no action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party suit, investigation, litigation or the General Partner acting on behalf of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer proceeding pending or threatened in connection with this Agreement and the other Loan Documents to which such Loan Party is a party any court or is to be a party; (G) such documents and certifications as the Administrative Agent may reasonably require to evidence before any arbitrator or governmental instrumentality 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 each 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 would reasonably be expected to have a Material Adverse Effect; , (HD) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (I) a certificate signed by a Responsible Officer each of the representations and warranties of Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below this Agreement is true and correct in all material respects, and (bE) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it and its Subsidiaries, on a consolidated basis, basis after giving effect to the Transactionstransactions contemplated hereby, are Solvent. (c) Lenders shall be Solvent have completed their due diligence investigations, with the results thereof being reasonably satisfactory to Lenders. (d) Payment of (i) Lenders’ reasonable, out-of-pocket and documented costs and expenses in connection with this Agreement and the transactions contemplated hereby in an aggregate amount not to exceed $50,000 and (ii) PBF Energy Company LLC certifying that it Agent’s reasonable, out-of-pocket and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent; (K) at least five Business Days prior to the Closing Date, all documentation documented costs and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy of the flow of funds expenses in connection with this Agreement and the closing of the Loans deemed satisfactory by the Administrative Agenttransactions contemplated hereby. (iie) All of the representations and warranties There is no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that would reasonably be expected to have, individually or in the Agreement made by any Loan Party shall be true and correct in all material respects (or if such representation or warranty is qualified by materialityaggregate, in all respects) as of the Closing Date, or if such representation speaks of an earlier date, as of such earlier datea Material Adverse Effect. (iiif) No Default or Event of Default under the Agreement shall have occurred and be continuing or would result from the initial making of Loans thereunderexists. (ivg) The Transactions Agent and each Lender shall have been completed in accordance with the terms of the Transfer Documents and applicable Law and the Borrower IPO shall have resulted in gross proceeds of received, at least $200,000,000five Business Days (or such shorter period acceptable to Agent) prior to the Closing Date, (i) all documentation and other information in connection with (A) Anti-Corruption Laws, including applicable “know your customer” rules and regulations, and (B) Sanctions, and (ii) a properly completed and signed IRS Form W-8 or W-9 (or other applicable Tax form), as applicable, for Borrower.

Conditions Precedent to the Loans. (a) The obligation of the Lenders each Lender to make its portion of the Initial Loan hereunder Loans is subject to the satisfaction of the following conditions precedent: (ia) Receipt by The Lenders shall have received on or before the Administrative Agent of the following itemsdate hereof, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders: (Ai) executed counterparts of this This Agreement and signed by the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto;Borrower. (Bii) executed counterparts of each Account Control Agreement, duly executed and delivered The Notes signed by the Borrower. (iii) The Pledge Agreement signed by the Borrower and the applicable Intermediary;Xxxxxxx X. Xxxxxx. (Civ) if requested The Banian Guaranty signed by any LenderMaison de Banian, LLC, a Note Florida limited liability company. (in the form of Exhibit B attachedv) evidencing the Loan executed The Xxxxxx Guaranty signed by Xxxxxxx X. Xxxxxx. (vi) The Second Mortgage Over Colorado Real Property signed by the Borrower in favor of such Lender;and Xxxxxxx X. Xxxxxx. (Dvii) Permitted Collateral The Second Mortgage Over Florida Real Property signed by Maison de Banian. (viii) Certified copies of the resolutions of the Board of Directors (or equivalent governing body) of each Guarantor approving the Guaranty to which it is a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with a value of not less than the Required Collateral Amount, calculated after giving effect respect to the making of the Initial Loan on the Closing Date;Guaranty to which it is a party. (Eb) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been takenThe Lenders shall have received such financial, including without limitation UCC financing statements; (F) such certificates of resolutions or business and other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of information regarding each Loan Party as the Administrative Agent may require evidencing the identityLenders shall have requested. (c) There shall exist no action, 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 suit, investigation, litigation or proceeding affecting any Loan Party is a party pending or is to be a party; (G) such documents and certifications as the Administrative Agent may reasonably require to evidence threatened before any court, governmental agency or arbitrator 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 each 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;Effect on any Loan Party. (Hd) Each Lender shall have independently completed a favorable opinion due diligence investigation of Xxxxxxxx & Xxxxx LLP, counsel to the Loan PartiesParties in scope, addressed and with results, satisfactory to each Lender. (e) The Borrower shall have paid all accrued fees of the Administrative Agent and the Lenders (including the accrued fees and expenses of counsel and accountants to the Administrative Agent and the Lenders, as to the matters concerning ). (f) The representations and warranties of the Loan Parties contained in each Loan Document to which it is a party shall be correct on and the Loan Documents as the Administrative Agent may reasonably request; (I) a certificate signed by a Responsible Officer of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below date hereof, before and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent Loans and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent; (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy application of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (ii) All of the representations proceeds therefrom, as though made on and warranties in the Agreement made by any Loan Party shall be true and correct in all material respects (or if such representation or warranty is qualified by materiality, in all respects) as of the Closing Date, or if such representation speaks of an earlier date, as of such earlier date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date hereof, in which case as of such specific date. (iiig) No Default or Event of Default under the Agreement shall have has occurred and be continuing is continuing, or would result from the initial making of Borrower borrowing the Loans thereunder. (iv) The Transactions shall have been completed in accordance with or from the terms application of the Transfer Documents and applicable Law and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000therefrom.

Conditions Precedent to the Loans. The obligation of each Bank to make its Loan shall be subject to the fulfillment on the Borrowing Date of the Loan of each of the following conditions that: (a) The obligation Administrative Agent shall have received each of the Lenders to make following, duly executed by the Initial appropriate Loan hereunder is subject to satisfaction of the following conditions precedentParty: (i) Receipt by This Agreement; (ii) A Note for the account of each Bank that so requests; (iii) The Fee Letter; and (iv) The Parent Guaranty. (b) The Administrative Agent shall have received each of the following items, each in form and substance reasonably satisfactory to the Lendersfollowing: (i) An executed Officer's Certificate (with a signed copy for each Bank) from each Loan Party, certifying as to such Person (A) executed counterparts a true and correct copy of this Agreement such Person's certificate of incorporation and all amendments as filed with the GuarantySecretary of State of such Loan Party's state of incorporation, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts duly adopted resolutions of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary; (C) if requested by any Lender, a Note (in the form Board of Exhibit B attached) evidencing the Loan executed by the Borrower in favor Directors of such Lender; (D) Permitted Collateral with a value of Loan Party, stating that such resolutions are true and correct, have not less than been altered or repealed, and are in full force and effect, approving the Required Collateral Amountexecution, calculated after giving effect to the making delivery and performance of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may 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 party, and the transactions contemplated herein and therein, (C) a true and correct copy of such Person's bylaws as in effect on the date hereof, and (D) incumbency and specimen signatures of the officers of the Loan Party executing the Loan Documents to which such Loan Party is to be a party; (G) . The Administrative Agent and the Banks may conclusively rely on such documents and certifications as certificates until the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized shall receive a further certificate canceling or formedamending the prior certificate and submitting the signatures of the officers named in such further certificate. (ii) Certificates of existence, and that each Loan Party is validly existing, in good standing and qualified qualification to engage in business in regarding the Borrower, the Parent and each Loan Party issued by the Secretary of State of each jurisdiction where its the Borrower, the Parent or any Loan Party 's 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 result in a Material Adverse Effect;. (Hiii) a favorable The signed legal opinion of Xxxxxxxx Mitchell, Williams, Xxxxx, Gates & Xxxxx LLPXxxxxxxx, counsel to P.L.L.C. (with a signed copy for each Bank), dated the Loan Partiesdate hereof substantially in the form of Exhibit E, addressed with such changes (if any) therein as shall be acceptable to the Administrative Agent and the Lenders, as to the matters concerning the Loan Parties its counsel. (iv) Such other instruments and the Loan Documents documents as the Administrative Agent may have reasonably request; (I) a certificate signed by a Responsible Officer of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below requested, and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it all such instruments and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, documents shall be Solvent satisfactory in form and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect substance to the Transactions, shall be Solvent; (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (iic) All of The Borrower shall have paid all fees referred to in Section 5.1 to the representations extent due and warranties payable, and all costs and expenses referred to in the Agreement made by any Loan Party shall be true Section 14.5 (including legal fees and correct in all material respects (or if such representation or warranty is qualified by materiality, in all respectsexpenses) as of the Closing Date, or if such representation speaks of an earlier date, as of such earlier datedue and payable. (iiid) No Default or Event of Default under the Agreement Except as disclosed in Schedule 3, no event shall have occurred since December 31, 2010 and no condition shall exist which has had or could reasonably be continuing or would result from the initial making of Loans thereunderexpected to have a Materially Adverse Effect. (ive) The Transactions shall have been completed in accordance with the terms Proceeds of the Transfer Documents and applicable Law and Loans shall be applied by the Borrower IPO shall have resulted in gross proceeds of at least to refinance the Borrower's $200,000,000, 5.31% Senior Notes due March 29, 2011, with any proceeds not so applied being used by the Borrower for working capital purposes.

Conditions Precedent to the Loans. (a) The obligation of the Lenders PBC Digital Lender to make the Initial Loan hereunder Loans is subject to the satisfaction of the following conditions precedent: (ia) Receipt by PBC Digital Lender shall have received on or before the Administrative Agent of the following itemsdate hereof, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the LendersPBC Digital Lender: (Ai) executed counterparts This Note signed by the Borrower. (ii) Certified copies of the resolutions of the Board of Directors (or equivalent governing body) of the Borrower approving this Agreement Note and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary; (C) if requested by any Lender, a Note (in the form of Exhibit B attached) evidencing the Loan executed by the Borrower in favor of such Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may 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 transactions contemplated hereby to which such Loan Party it is a party or is to be a party;, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Note and the transactions contemplated hereby to which it is or is to be a party. (Gb) such documents PBC Digital Lender shall have received a certificate of the Borrower, signed on behalf of the Borrower by an authorized person of the Borrower, dated the date hereof (the statements made in which certificate shall be true on and certifications as of the Administrative Agent may reasonably require date hereof), certifying and attaching (A) a certified copy of the Borrower's charter or similar organizational documents, including all amendments thereto, certified by the Secretary of State of the jurisdiction of incorporation of the Borrower, (B) a true and correct copy of the bylaws (or equivalent governing document) of the Borrower as in effect on the date on which the resolutions referred to evidence that each Loan Party is duly in Section 7(a)(ii) were adopted and on the date hereof, (C) the due incorporation and good standing or valid existence of the Borrower as a company organized or formedunder the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth of the representations and warranties contained in the Note Purchase Agreement as though made on and as of the date hereof and (E) the absence of any event occurring and continuing, or resulting from the making of the Loans, that each Loan Party is validly existing, constitutes an Event of Default. (c) PBC Digital Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign Note. (d) PBC Digital Lender shall have received a certificate in good standing form and qualified substance satisfactory to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except PBC Digital Lender attesting to the extent that failure Solvency of the Borrower before and after giving effect to do so could not reasonably be expected to have a Material Adverse Effect;the transactions contemplated by this Note, from the Chief Financial Officer of the Borrower. (He) PBC Digital Lender shall have received such financial, business and other information regarding the Borrower and its Subsidiaries as PBC Digital Lender shall have requested. (f) PBC Digital Lender shall have received evidence of insurance naming PBC Digital Lender as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to PBC Digital Lender. (g) PBC Digital Lender shall have received copies of all Material Contracts of the Borrower and its Subsidiaries as PBC Digital Lender shall request. (h) PBC Digital Lender shall have received a favorable opinion of Xxxxxxxx & Xxxxx LLPXxxxxxxx, X.X., counsel for the Borrower, in substantially the form of Exhibit B to the Loan Parties, addressed to the Administrative Agent Note Purchase Agreement and the Lenders, as to the such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent PBC Digital Lender may reasonably request;. (Ii) a certificate signed by a Responsible Officer of There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower certifying (a) as or any of its Subsidiaries pending or to the matters set forth in Section 2(a)(ii) below and (b) since December 31Borrower's knowledge threatened before any court, 2013, there shall have not occurred any event governmental agency or condition arbitrator that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect;Effect on the Borrower or any of its Subsidiaries (except for the litigation disclosed on Schedule 4.9 to the Note Purchase Agreement). (Jj) PBC Digital Lender shall have independently completed a certificate from the chief financial officer due diligence investigation of (i) the Borrower certifying that it and its SubsidiariesSubsidiaries in scope, and with results, satisfactory to PBC Digital Lender. (k) The Borrower shall have paid all accrued fees of PBC Digital Lender (including the accrued fees and expenses of counsel and accountants to PBC Digital Lender). (1) The representations and warranties of the Borrower contained in the Note Purchase Agreement and each Other Agreement to which it is a party shall be correct on a consolidated basisand as of the date hereof, before and after giving effect to the Transactions, shall be Solvent Loans and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent; (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy application of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (ii) All of the representations proceeds therefrom, as though made on and warranties in the Agreement made by any Loan Party shall be true and correct in all material respects (or if such representation or warranty is qualified by materiality, in all respects) as of the Closing Date, or if such representation speaks of an earlier date, as of such earlier date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date hereof, in which case as of such specific date. (iiim) No Default or Event of Default under the Agreement shall have has occurred and be continuing is continuing, or would result from the initial making of Borrower borrowing the Loans thereunder. (iv) The Transactions shall have been completed in accordance with or from the terms application of the Transfer Documents and applicable Law and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000therefrom.

Conditions Precedent to the Loans. (a) The obligation of the Lenders each Lender to make the Initial Loan hereunder Loans is subject to the satisfaction of the following conditions precedent: (ia) Receipt by The Lenders shall have received on or before the Administrative Agent of the following itemsdate hereof, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders: (Ai) executed counterparts This Agreement signed by the Borrower. (ii) The Amended and Restated PBC Digital Note and the PBC Macquarie Note. (iii) Certified copies of the resolutions of the Board of Directors (or equivalent governing body) of each Loan Party approving this Agreement and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary; (C) if requested by any Lender, a Note (in the form of Exhibit B attached) evidencing the Loan executed by the Borrower in favor of such Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may 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 transactions contemplated hereby to which such Loan Party it is a party or is to be a party;, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement and the transactions contemplated hereby to which it is or is to be a party. (Gb) such documents and certifications as the Administrative Agent may reasonably require to evidence that Lenders shall have received a certificate of each Loan Party, signed on behalf of such Loan Party is duly by an authorized person of such Loan Party, dated the date hereof (the statements made in which certificate shall be true on and as of the date hereof), certifying and attaching (A) a certified copy of such Loan Party’s charter or similar organizational documents, including all amendments thereto, certified by the Secretary of State of the jurisdiction of incorporation of such Loan Party, (B) a true and correct copy of the bylaws (or equivalent governing document) of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date hereof, (C) the due incorporation and good standing or valid existence of such Loan Party as a company organized or formedunder the laws of the jurisdiction of its incorporation, and that each the absence of any proceeding for the dissolution or liquidation of such Loan Party is validly existingParty, (D) the truth of the representations and warranties contained in good standing and qualified to engage in business in each 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; (H) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, as to the matters concerning the Loan Parties and the Loan Documents as though made on and as of the Administrative Agent may reasonably request;date hereof and (E) the absence of any event occurring and continuing, or resulting from the making of the Loans, that constitutes a Default. (Ic) a certificate signed by a Responsible Officer The Lenders shall have received fully executed copies of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (J) a certificate from the chief financial officer of (i) Warrant Documents; and (ii) the Borrower Articles of Amendment to the Articles of Incorporation, and each document shall be in full force and effect. (d) The Lenders shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying that the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party. (e) The Lenders shall have received a certificate in form and its Subsidiaries, on a consolidated basis, substance satisfactory to the Lenders attesting to the Solvency of each Loan Party before and after giving effect to the Transactionstransactions contemplated by this Agreement, shall be Solvent and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to from the Transactions, shall be Solvent;Chief Financial Officer of each Loan Party. (Kf) at least five Business Days prior to the Closing DateThe Lenders shall have received such financial, all documentation business and other information that regarding each Loan Party and its Subsidiaries as the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative AgentLenders shall have requested. (iig) All The Lenders shall have received evidence of insurance naming the representations Lenders as additional insured and warranties loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lenders. (h) The Lenders shall have received copies of all Material Contracts of each Loan Party and its Subsidiaries as the Lenders shall request. (i) The Lenders shall have received a favorable opinion of Exxxxxxx & Kxxxxxxx, X.X., counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as the Lenders may reasonably request. (j) The Lenders shall have received an Amended and Restated Stockholders Agreement for DD, which agreement shall be in the Agreement made by form acceptable to the Lenders. (k) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party shall be true and correct in all material respects or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could have a Material Adverse Effect on any Loan Party or any of its Subsidiaries (or if such representation or warranty is qualified by materiality, in all respects) as of except for the Closing Date, or if such representation speaks of an earlier date, as of such earlier datelitigation disclosed on Schedule 4.01(f)). (iii1) No Default or Event of Default under the Agreement Each Lender shall have occurred and be continuing or would result from the initial making of Loans thereunder. (iv) The Transactions shall have been independently completed in accordance with the terms a due diligence investigation of the Transfer Documents Loan Parties and applicable Law its Subsidiaries in scope, and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000with results, satisfactory to each Lender.

Conditions Precedent to the Loans. (a) The obligation of the Lenders each Bank to make the Initial Loan hereunder initial Revolving Credit Advances and the obligation of the Agent to issue any Letters of Credit is subject to satisfaction the Agent having received, on or before the day on which such Loans are to be made and such Letters of Credit are to be issued, all of the following conditions precedent: which shall be in form and substance satisfactory to the Agent and its counsel and (iexcept for the Notes) Receipt in sufficient copies for each Bank: A copy, certified in writing as of the date hereof by the Administrative Agent Secretary or Assistant Secretary of each Borrower, of (1) resolutions of the following itemsBoard of Directors, Management Committee, Members or other governing body of such Borrower evidencing approval of this Agreement and the Notes and other matters contemplated hereby and (2) each document evidencing any other necessary corporate, limited liability company or other organizational action and any required approvals from governmental authorities for each Borrower with respect to this Agreement or the Notes; Favorable opinions of counsel for each Borrower acceptable to the Agent dated the date hereof in form and substance reasonably satisfactory to the Lenders: Agent; A certificate dated the date hereof by the Secretary or an Assistant Secretary of each Borrower as to the names and signatures of the officers of such Borrower authorized to sign this Agreement, the Notes and the other documents or certificates of such Borrower to be executed and delivered pursuant hereto. The Banks may conclusively rely on, and shall be protected in acting upon, such certificate until it shall receive a further certificate by the Secretary or an Assistant Secretary of such Borrower amending the prior certificate; This Agreement duly executed by the Borrowers; The Notes duly executed by the Borrowers; Payment by the Borrowers of all Fees then due; Copies of the Bylaws or Operating Agreements of each Borrower, together with all amendments thereto, certified as true, correct and complete by such Borrower's Secretary or Assistant Secretary on behalf of such Borrower; With respect to each Borrower, certificates dated within thirty (A30) executed counterparts days of the date hereof for United States jurisdictions and, as the Agent may require, for jurisdictions outside the United States, issued by the Secretary of State (or similar official) of its jurisdiction of incorporation or formation and each jurisdiction in which such Borrower is qualified to do business, stating that such Borrower is a corporation or limited liability company duly incorporated or formed or authorized to do business, as the case may be, and in good standing under the laws of such jurisdiction; For each Borrower, a certificate dated the date of this Agreement and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) executed counterparts of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary; (C) if requested by any Lender, a Note (in the form of Exhibit B attached) evidencing the Loan executed by the Borrower chief executive officer, in favor of such Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting case on behalf of each Loan Party as the Administrative Agent may require evidencing the identitysuch Borrower, authority and capacity confirming that (1) no Event 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 Default or Unmatured Event of Default has occurred or is to be a party; (G) such documents and certifications continuing 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 each 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; (H) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (I) a certificate signed by a Responsible Officer of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions, shall be Solvent; (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L2) a copy of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (ii) All each of the representations and warranties made in the this Agreement made by any Loan Party shall be such entity are true and correct in all material respects as of the date of this Agreement and of the Closing Date (or if or, to the extent any such representation or warranty is qualified by materiality, in all respects) as of the Closing Date, or if such representation speaks of an earlier expressly relates to a specific date, as of such earlier specific date. ), (iii3) No Default such entity has fully performed each and every covenant to be performed by such Borrower on or Event of Default under prior to the Agreement shall have occurred Closing Date and, for covenants contained in Sections 6.24 and be continuing or would result from the initial making of Loans thereunder. 6.25, computations demonstrating compliance with such covenants, (iv4) The Transactions shall have been completed that such Borrower is "solvent" (as defined in accordance with the terms such certificate) after giving effect to these transactions, and (5) such entity has satisfied each of the Transfer Documents conditions set forth in this Article IV (to the extent required to be satisfied by such entity on or prior to the Closing Date); The results of Uniform Commercial Code, judgment, and applicable Law and bankruptcy searches of the jurisdictions listed in Schedule 3.4 showing no liens or judgments against any Borrower IPO shall have resulted in gross proceeds or any of at least $200,000,000.their assets which would violate Section 6.4;

Conditions Precedent to the Loans. (a) The obligation of the Lenders Lender to make the Initial Loan hereunder is subject to satisfaction of the following conditions precedent: (i) Receipt by the Administrative Agent Lender of the following items, each in form and substance reasonably satisfactory to the LendersLender: (A) executed counterparts of this Agreement and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto; (B) [executed counterparts of each the Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary]; (C) if requested by any the Lender, a Note (in the form of Exhibit B attached) evidencing the Initial Loan executed by the Borrower in favor of such the Lender; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date; (E) evidence that all action that the Administrative Agent Lender may reasonably deem necessary or desirable in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements; (F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent Lender may 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; (G) such documents and certifications as the Administrative Agent Lender 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 each 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; (H) a favorable opinion of Xxxxxxxx Xxxxxx & Xxxxx Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the LendersLender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Lender may reasonably request; (I) a certificate signed by a Responsible Officer of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below and (b) since December 31, 2013, there shall have not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effectbelow; (J) a certificate from the chief financial officer of (i) the Borrower certifying that it attesting to the Solvency of the Borrower and its Subsidiaries, Subsidiaries on a consolidated basis, basis before and after giving effect to the Transactionsexecution and delivery of the Loan Documents, shall be Solvent the making of the Initial Loan on the Closing Date, the purchase of the Required Collateral Amount as of the Closing Date and (ii) PBF Energy Company LLC certifying that it and its Subsidiaries, on a consolidated basis, after giving effect to the consummation of the Transactions, shall be Solvent;; and (K) at least five Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act; and (L) a copy of the flow of funds in connection with the closing of the Loans deemed satisfactory by the Administrative Agent. (ii) All of the representations and warranties in the Agreement made by any Loan Party The Specified Representations shall be true and correct in all material respects (or if such representation or warranty is qualified by materiality, in all respects) as of the Closing Date, or if such representation speaks of an earlier date, as of such earlier date. (iii) No Default or Event of Default under the Agreement shall have occurred and be continuing or would result from the initial making of Loans thereunder. (iv) The Transactions shall have been completed in accordance with the terms of the Transfer Documents and applicable Law and the Borrower IPO shall have resulted in gross proceeds of at least $200,000,000Law.