Common use of Right to Cure Financial Covenants Clause in Contracts

Right to Cure Financial Covenants. For purposes of determining compliance with the Financial Covenants set forth in Section 7.11, any Net Equity Proceeds of Borrower (or of PBF LLC that have been contributed to the Borrower as common equity or other equity on terms and conditions reasonably acceptable to the Administrative Agent on or prior to the day that is ten (10) Business Days (the “Last Cure Date”) after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant for the Measurement Period as at the end of such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), provided that (i) in each four (4) fiscal quarter periods, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, (ii) there shall be no more than five (5) Specified Equity Contributions over the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in this Agreement, (iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased by the amount of Net Equity Proceeds), tests, pro forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (vi) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. If notice has been delivered to the Administrative Agent of a Specified Equity Contribution, then from the later of (a) the date of such notice and (b) the date of delivery of the Compliance Certificate with respect to such Fiscal Quarter related to such cure notice, until the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on which the Administrative Agent is notified that the Specified Equity Contribution will not be made, neither the Administrative Agent nor any Secured Party shall exercise any right or remedy hereunder or under any other Loan Document with respect to an Event of Default for failure to comply with (x) Section 6.3(a) with respect to a Default or Event of Default under Section 7.11 or (y) Section 7.11 (including, without limitation, the imposition of interest at the Default Rate); provided, however, no borrowing of Revolving Loans may be made hereunder until such Specified Equity Contribution has been made in accordance with the terms of this Section 8.4.

Right to Cure Financial Covenants. For purposes of determining compliance Notwithstanding anything to the contrary contained in Section 9.1, in the event that the Borrower Parties fail to comply with the Financial Covenants set forth (other than the financial covenant provided in Section 7.118.9), until the fifth Business Day subsequent to delivery of the related Compliance Certificate, Camping World may request that any Net Equity Proceeds of Borrower (or of PBF LLC that have been contributed to the Borrower as cash common equity or other equity on terms contribution made to Camping World by the holders of its Equity Interests in the past thirty (30) days in an aggregate amount not to exceed the lesser of (i) the amount required for purposes of complying with the Financial Covenants and conditions reasonably acceptable to the Administrative Agent on or prior to the day that is ten (10ii) Business Days (the “Last Cure Date”) after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Borrower$1,000,000, be included in the calculation of Consolidated EBITDA for such fiscal quarter for month and eleven (11) consecutive subsequent fiscal months (the purposes ability of determining compliance with Camping World to make such financial covenant for request, the Measurement Period as at the end of “Cure Right”, and such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter (any such cash common equity contribution so included in amount received by Company, the calculation of Consolidated EBITDA“Cure Amount”, a and such twelve (12) month period, the “Specified Equity ContributionCure Period”), provided that . The Cure Right (i) in each four (4) fiscal quarter periods, there shall may be at least exercised on no more than two (2) fiscal quarters occasions in respect of which no Specified Equity Contribution is made, the aggregate since the Agreement Date and (ii) there having been exercised once, may only be exercised a second time if at least six (6) consecutive fiscal months have passed. Pursuant to the exercise by Camping World of such Cure Right, the Financial Covenants and the calculations for purposes of Section 8.4 (but not the relevant ratio as it relates to any other covenant) shall be no more than five recalculated giving effect to the following pro forma adjustments: (5i) Specified Equity Contributions over EBITDA shall be increased for such period, in accordance with the term definition thereof, solely for the purpose of measuring the Financial Covenants and the calculations for purposes of Section 8.4 for the previous fiscal month and the subsequent eleven (11) fiscal months and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (iii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in this Agreement, (iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased by the amount of Net Equity Proceeds), tests, pro forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (viii) if, after giving effect to the foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements Financial Covenants and the calculations for purposes of Section 7.118.4, the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Covenants and the calculations for purposes of Section 7.11 8.4 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that the Financial Covenants which had occurred shall be deemed cured for the all purposes of this the Agreement. If notice has been delivered to the Administrative Agent of a Specified Equity Contribution, then from the later of (a) the date of such notice and (b) the date of delivery of the Compliance Certificate with respect to such Fiscal Quarter related to such cure notice, until the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on which the Administrative Agent is notified that the Specified Equity Contribution will not be made, neither the Administrative Agent nor any Secured Party shall exercise any right or remedy hereunder or under any other Loan Document with respect to an Event of Default for failure to comply with (x) Section 6.3(a) with respect to a Default or Event of Default under Section 7.11 or (y) Section 7.11 (including, without limitation, the imposition of interest at the Default Rate); provided, however, no borrowing of Revolving Loans may be made hereunder until such Specified Equity Contribution has been made in accordance with the terms of this Section 8.4.

Right to Cure Financial Covenants. For purposes of determining compliance Notwithstanding anything to the contrary contained in this Section 7.1, in the event that the Borrower fails or reasonably believes it will fail to comply with the Financial Covenants requirements of the financial covenants set forth in Section 7.117.1(a) and (b) (collectively, any Net Equity Proceeds of Borrower (or of PBF LLC that have been contributed to the Borrower as common equity or other equity on terms and conditions reasonably acceptable to “Financial Covenants”) until the Administrative Agent on or prior to the day date that is ten (10) Business Days (the “Last Cure Date”) days after the day on which financial statements are required to be delivered for a the applicable fiscal quarter will, at pursuant to Section 6.1(b) (provided the request of Borrower shall have ten (10) days after the Borrower, day on which financial statements are to be included in the calculation of Consolidated EBITDA for such fiscal quarter delivered for the purposes of determining compliance applicable fiscal year pursuant to Section 6.1(a) in connection with failure to comply with the Financial Covenants resulting from any adjustments contained in such audited financial covenant for statements) (the Measurement Period as at the end of such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity ContributionCure Period”), provided that Borrower shall have the right to issue Capital Stock (iother than Disqualified Stock) in each four (4) fiscal quarter periods, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, (ii) there shall be no more than five (5) Specified Equity Contributions over the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than 100% to equityholders of the amount required Borrower as of the date of such Cure Amount contribution for cash or otherwise receive cash contributions to cause the Loan Parties capital of Borrower (collectively, the “Cure Right”), up to such amounts as are necessary to be in compliance with such Financial Covenants (the financial covenants “Cure Amount”). In no event shall the Cure Amount be greater than the amount required for purposes of complying with the Financial Covenants as set forth herein. The Cure Amount will be used solely to prepay the Term Loans and shall be applied in accordance with Section 2.12(e). The Cure Right may be exercised not more than two (2) times in any four consecutive fiscal quarter period, and not more than three times in the aggregate prior to the Term Loan Maturity Date. Upon Administrative Agent’s receipt of the Cure Amount, the Financial Covenants shall be recalculated (for such period and for any subsequent period that includes the fiscal quarter in respect of which the Cure Right was exercised, but only for the purposes of calculating the Financial Covenants and not for any other purpose (including pricing, financial covenant based conditions or any basket with respect to the covenants contained in this Agreement) giving effect to the following pro forma adjustments: (i) Consolidated Interest Expense shall be decreased for the purpose of measuring 7.1(b) by an amount equal to the interest that would have accrued if such Cure Amount was paid twelve months prior to such actual prepayment date, (ivii) all Specified Equity Contributions Consolidated EBITDA shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased by not more than the amount lesser of Net Equity Proceeds), tests, pro forma tests or the Cure Amount and $5,000,000. Consolidated EBITDA add-backs, (v) there Total Debt shall not be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 deemed to be reduced by the portion of the Cure Amount used to prepay the Term Loans for the fiscal quarter with respect to for which such Specified Equity Contribution the Cure Right was made and (vi) if, exercised or the subsequent three fiscal quarters. If after giving effect to the foregoing recalculationscalculations, the Borrower shall then be is in compliance with the requirements of Section 7.11Financial Covenants, then the Borrower shall be deemed to have satisfied the requirements of Section 7.11 such Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 the Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement. If notice , and (iv) until the expiration of the Cure Period, so long as the Borrower has been delivered to notified the Administrative Agent of a Specified Equity Contribution, then from that it intends to exercise the later of (a) the date of such notice and (b) the date of delivery of the Compliance Certificate with respect to such Fiscal Quarter related to such cure notice, until the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on which the Administrative Agent is notified that the Specified Equity Contribution will not be madeCure Right, neither the Administrative Agent nor any Secured Party Lender shall accelerate the obligations or otherwise exercise any right or remedy hereunder or under any other Loan Document with respect remedies available to an Event it during the continuance of Default for failure to comply with (x) Section 6.3(a) with respect to a Default or Event of Default under Section 7.11 or (y) Section 7.11 (including, without limitation, arising as a result of the imposition of interest at failure to comply with the Default Rate)Financial Covenants; provided, howeverfor the avoidance of doubt, that no borrowing of Lender shall have any obligation to fund the Revolving Loans may be made hereunder until Facility during such Specified Equity Contribution has been made in accordance with the terms of this Section 8.4Cure Period.

Right to Cure Financial Covenants. For purposes of determining compliance Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrowers fail to comply with the Financial Covenants requirements of any financial covenant set forth in Section 7.117.2.4, any Net Equity Proceeds Holdings shall have the right, no later than five days following the delivery of Borrower the related Compliance Certificate pursuant to clause (or c) of PBF LLC that have been contributed Section 7.1.1 with respect to the Borrower as applicable Fiscal Quarter, to issue Capital Securities for its common equity stock for cash or other equity on terms and conditions reasonably acceptable otherwise receive cash contributions to the Administrative Agent on or prior to the day that is ten (10) Business Days capital of Holdings, in either case in an aggregate amount (the “Last Cure DateAmount”) after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request not in excess of the Borrower, be included in lesser of (x) the calculation of Consolidated EBITDA for such fiscal quarter for minimum amount necessary to cure the purposes of determining compliance relevant failure to comply with such financial covenant for or (y) $3,000,000, the Measurement Period as at net cash proceeds of which shall be contributed to the end common equity capital of such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter the Borrowers (any such equity contribution so included in collectively, the calculation of Consolidated EBITDA, a “Specified Equity ContributionCure Right”), provided that (i) in each four (4) fiscal quarter periodsand upon the receipt by Holdings of the Cure Amount pursuant to the exercise of such Cure Right, there such financial covenant shall be at least two recalculated giving effect to the following pro forma adjustments: (2a) fiscal quarters in respect of which no Specified Equity Contribution is made, (ii) there EBITDA shall be no more than five (5) Specified Equity Contributions over increased, in accordance with the term definition thereof, solely for the purpose of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with measuring the financial covenants set forth in Section 7.2.4 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased by the amount of Net Equity Proceeds), tests, pro forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (vib) if, after giving effect to the foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of all financial covenants set forth in Section 7.117.2.4, the Borrower Borrowers shall be deemed to have satisfied the requirements of Section 7.11 such financial covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that such financial covenants which had occurred shall be deemed cured for the all purposes of this Agreement. If notice has been delivered ; and (c) to the Administrative Agent extent a Fiscal Quarter ended for which such financial covenant is initially recalculated as a result of a Specified Equity ContributionCure Right is included in the calculation of a financial covenant in a subsequent fiscal period, then from the later Cure Amount shall be included in the amount of (a) the date of EBITDA for such notice and (b) the date of delivery of the Compliance Certificate with respect to such initial Fiscal Quarter related to such cure notice, until the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on which the Administrative Agent is notified Quarter; provided that the Specified Equity Contribution will Cure Right shall not be made, neither exercised more than one time over the Administrative Agent nor any Secured Party shall exercise any right or remedy hereunder or under any other Loan Document with respect to an Event of Default for failure to comply with (x) Section 6.3(a) with respect to a Default or Event of Default under Section 7.11 or (y) Section 7.11 (including, without limitation, the imposition of interest at the Default Rate); provided, however, no borrowing of Revolving Loans may be made hereunder until such Specified Equity Contribution has been made in accordance with the terms term of this Section 8.4Agreement.

Right to Cure Financial Covenants. For purposes (i) Notwithstanding anything to the contrary contained in Section 8.04(a) or (b), if the Borrower fails to comply with the requirements of determining either covenant set forth in Section 8.04(a) or (b) (the “Financial Covenants”), then, prior to the consummation of a Qualified MLP IPO, until the 10th day after delivery of the related certificate pursuant to Section 8.03(b) or (c), the Borrower shall have the right to issue Capital Stock to Holdings for Cash or otherwise receive Cash capital contributions from Holdings in an aggregate amount equal to the amount that, if added to EBITDA for the relevant Measurement Period, would have been sufficient to cause compliance with the Financial Covenants set forth in Section 7.11, any Net for such Measurement Period (an “Equity Proceeds of Cure”). (ii) The Borrower (or of PBF LLC that have been contributed to the Borrower as common equity or other equity on terms and conditions reasonably acceptable to shall give the Administrative Agent on or prior to the day that is ten (10) Business Days written notice (the “Last Cure DateNotice”) after of an Equity Cure on or before the day on which financial statements are required the Equity Cure is consummated. The Borrower shall not be entitled to be delivered for a fiscal quarter will, at exercise the request of the Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant for the Measurement Period as at the end of such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), provided that (i) in each four (4) fiscal quarter periods, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, (ii) there shall be no Cure more than five (5) Specified Equity Contributions over the term of this Agreement, two times within any consecutive four Fiscal Quarters or more than three times in total. (iii) Upon the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in this Agreement, (iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased delivery by the amount of Net Equity Proceeds), tests, pro forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (vi) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. If notice has been delivered to the Administrative Agent of a Specified Equity ContributionCure Notice, then from the later of (a) the date of such notice and (b) the date of delivery of the Compliance Certificate with respect to such Fiscal Quarter related to such cure notice, until the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on which the Administrative Agent is notified that the Specified Equity Contribution will not be made, neither the Administrative Agent nor any Secured Party shall exercise any right or remedy hereunder or under any other Loan Document with respect to an Event of Default for failure to comply with (x) Section 6.3(a) with respect to a no Default or Event of Default under shall be deemed to exist pursuant to the Financial Covenants (and any such Default or Event of Default shall be retroactively considered not to have existed or occurred). If the Equity Cure is not consummated within 10 days after delivery of the related certificate pursuant to Section 7.11 8.03(b) or (yc), each such Default or Event of Default shall be deemed reinstated. (iv) Section 7.11 (includingThe Cash amount received by the Borrower pursuant to exercise of the right to make an Equity Cure shall be added to EBITDA for the last Fiscal Quarter of the immediately preceding Measurement Period solely for purposes of recalculating compliance with the Financial Covenants for such Measurement Period and of calculating the Financial Covenants as of the end of the next three following Measurement Periods; the Equity Cure shall not be taken into account for purposes of calculating the Financial Covenants in order to determine pro forma compliance with the Financial Covenants for purposes of the incurrence of any Debt, without limitationfor determining compliance with any other covenant hereunder or under the Loan Documents and may not be used to make a Restricted Payment, any Permitted Acquisition or for any other purpose. To the imposition extent that the proceeds of interest at an Equity Cure are used to repay debt, such debt shall not be deemed to have been repaid for purposes of calculating any Financial Covenants. For the Default Rate); providedavoidance of doubt, however, no borrowing of Revolving Loans may an Equity Cure shall be deemed to be made hereunder until on the last business day of the relevant Measurement Period even if such Specified Equity Contribution has been Cure is made in accordance with the terms of this Section 8.4after such date.

Right to Cure Financial Covenants. For purposes of determining compliance with the Financial Covenants set forth in Section 7.11, any Net Equity Proceeds of Borrower (or of PBF LLC that have been contributed to the Borrower as common equity or other equity on terms and conditions reasonably acceptable to the Administrative Agent on or prior to the day that is ten (10) Business Days (the “Last Cure Date”) after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant for the Measurement Period as at the end of such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), provided that (i) in each four (4) fiscal quarter periods, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, and no such Specified Equity Contributions may be made in consecutive fiscal quarters, (ii) there shall be no more than five (5) Specified Equity Contributions over the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in this Agreement, (iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased by the amount of Net Equity Proceeds), tests, pro forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (vi) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. If notice has been delivered to the Administrative Agent of a Specified Equity Contribution, then from the later of (a) the date of such notice and (b) the date of delivery of the Compliance Certificate with respect to such Fiscal Quarter related to such cure notice, until the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on which the Administrative Agent is notified that the Specified Equity Contribution will not be made, neither the Administrative Agent nor any Secured Party shall exercise any right or remedy hereunder or under any other Loan Document with respect to an Event of Default for failure to comply with (x) Section 6.3(a) with respect to a Default or Event of Default under Section 7.11 or (y) Section 7.11 (including, without limitation, the imposition of interest at the Default Rate); provided, however, no borrowing of Revolving Loans may be made hereunder until such Specified Equity Contribution has been made in accordance with the terms of this Section 8.4.

Right to Cure Financial Covenants. For purposes of determining compliance Notwithstanding anything to the contrary contained in this Section 7.1, in the event that Holdings and the Borrower fail or reasonably believe they will fail to comply with the Financial Covenants requirements of the financial covenants set forth in Section 7.117.1(a) and/or (b) (collectively, any Net Equity Proceeds of Borrower (or of PBF LLC that have been contributed to the Borrower as common equity or other equity on terms and conditions reasonably acceptable to “Applicable Financial Covenants”) until the Administrative Agent on or prior to the day date that is ten (10) Business Days (the “Last Cure Date”) days after the day on which financial statements are required to be delivered for a the applicable fiscal quarter willpursuant to Section 6.1(b) (the “Cure Period”), at Holdings shall have the request right to issue Capital Stock (other than Disqualified Stock) to Permitted Investors for cash or otherwise receive cash contributions to the capital of Holdings, which shall then be contributed to the Borrower (collectively, the “Cure Right”) in each case, in order to prepay the Term Loan up to such amounts as are necessary to be in compliance with such Applicable Financial Covenants (the “Cure Amount”). In no event shall the Cure Amount be greater than the amount required for purposes of complying with the Applicable Financial Covenants as set forth herein. The Cure Amount will be used solely to prepay the Advances and shall be applied in accordance with Section 2.20(f). The Cure Right may be exercised not more than two (2) times in any four consecutive fiscal quarter period, and not more than three (3) times in the aggregate prior to the Maturity Date. Upon Agent’s receipt of the BorrowerCure Amount, be included in the calculation of Consolidated EBITDA solely for such fiscal quarter for the purposes of determining compliance with the Applicable Financial Covenants, the Applicable Financial Covenants shall be recalculated for such financial covenant for period (the Measurement Period as at “Cure Quarter”) giving effect to the end of such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), provided that following pro forma adjustments: (i) in with respect to any breach of the minimum Consolidated Fixed Charge Coverage Ratio and/or Consolidated Total Leverage Ratio covenant, Consolidated EBITDA for the Cure Quarter and each four (4) fiscal quarter periods, there subsequent measurement period that includes the Cure Quarter shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is madeincreased by an amount equal to the Cure Amount; provided, (ii) there shall be no more than five (5) Specified Equity Contributions over that, the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than 100% prepayment of the amount required to cause the Term Loan Parties to be in compliance with the financial covenants set forth in this Agreement, (iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including purpose of measuring the Consolidated Total Leverage Ratio in the Cure Quarter (but not for any determination of any baskets (including exceptions that are increased by the amount of Net Equity Proceedsquarter thereafter), tests, pro forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (viii) if, after giving effect to the foregoing recalculationscalculations, the Borrower shall then be Holdings is in compliance with the requirements of Section 7.11Applicable Financial Covenants, the Borrower then Holdings shall be deemed to have satisfied the requirements of Section 7.11 such Applicable Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 the Applicable Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement. If notice has been delivered to the Administrative Agent of a Specified Equity Contribution, then from the later of (a) the date of such notice and (biii) until the date of delivery expiration of the Compliance Certificate with respect Cure Period, so long as Holdings has timely notified the Agent that it intends to such Fiscal Quarter related to such cure notice, until exercise the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on which the Administrative Agent is notified that the Specified Equity Contribution will not be madeCure Right, neither the Administrative Agent nor any Secured Party Lender shall accelerate the obligations or otherwise exercise any right remedies available to it during the continuance of a default or remedy hereunder or under any other Loan Document with respect to an Event event of Default for default arising as a result of the failure to comply with (x) Section 6.3(a) with respect to a Default or Event of Default under Section 7.11 or (y) Section 7.11 (including, without limitation, the imposition of interest at the Default Rate)Applicable Financial Covenants; provided, howeverfor the avoidance of doubt, that no borrowing Lender shall have any obligation to fund Revolving Advances and Issuer shall have no obligation to issue Letters of Revolving Loans may be made hereunder until Credit during such Specified Equity Contribution has been made in accordance with the terms of this Section 8.4Cure Period.

Right to Cure Financial Covenants. For purposes of determining compliance with the Financial Covenants set forth in Section 7.11, any Net Equity Proceeds of Borrower (or of PBF LLC that have been contributed to the Borrower as common equity or other equity on terms and conditions reasonably acceptable to the Administrative Agent on or prior to the day that is ten (10) Business Days (the “Last Cure Date”) after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant for the Measurement Period as at the end of such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), provided that (i) in each four (4) fiscal quarter periods, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, and no such Specified Equity Contributions may be made in consecutive fiscal quarters, (ii) there shall be no more than five (5) Specified Equity Contributions over the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in this Agreement, (iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased by the amount of Net Equity Proceeds), tests, pro forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (vi) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. If notice has been delivered to the Administrative Agent of a Specified Equity Contribution, then from the later of (a) the date of such notice and (b) the date of delivery of the Compliance Certificate with respect to such Fiscal Quarter related to such cure notice, until the earlier to occur of the required date for receipt of the Specified Equity Contribution and the date on which the Administrative Agent is notified that the Specified Equity Contribution will not be made, neither the Administrative Agent nor any Secured Party shall exercise any right or remedy hereunder or under any other Loan Document with respect to an Event of Default for failure to comply with (x) under Section 6.3(a) with respect to a Default or Event of Default under Section 7.11 or (y) Section 7.11 (including, without limitation, the imposition of interest at the Default Rate); provided, however, no borrowing of Revolving Loans may be made hereunder until such Specified Equity Contribution has been made in accordance with the terms of this Section 8.4.