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 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 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.