Common use of Additional Interest Under Certain Circumstances Clause in Contracts

Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Partnership) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.

Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the PartnershipPBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.

Additional Interest Under Certain Circumstances. (a) If The Company shall pay additional interest (i)(Athe “Additional Interest”) to the Holders of New Notes that are Registrable Securities as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”) (i) the Registered Exchange Offer has Resale Shelf Registration Statement is not been consummated or filed with the Commission within 90 days after the Plan Effective Date; (Bii) a the Resale Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day Commission within 180 days after the Issue Plan Effective Date, ; (iii) the Resale Shelf Registration Statement is declared effective by the Commission but (A) the Resale Shelf Registration Statement thereafter ceases to be effective or (iiB) if applicablethe Resale Shelf Registration Statement or the related Prospectus ceases to be usable in connection with resales of Registrable Securities because (1) any event occurs as a result of which the Prospectus forming part of such Resale Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, a (2) it shall be necessary to amend such Resale Shelf Registration Statement or supplement the related Prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) such Resale Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time expired before a replacement Resale Shelf Registration Statement has become effective; or (other than because iv) the aggregate duration of the sale Suspension Period in any period exceeds the number of all days permitted in respect of such period pursuant to Section 1(d) hereof. Each of the Transfer Restricted foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to the Holders of the New Notes that are Registrable Securities registered thereunderover and above the interest set forth in the title of the New Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest will be paid in PIK Notes or cash, as provided in Section 5(c) below, and will accrue at a rate of 0.1% (each such events a “Registration Default”), then additional interest (“Additional Interest”one tenth of one percent) shall accrue on of the principal amount of such New Notes per month (the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such “Additional Interest continues Rate”). Notwithstanding the foregoing or anything below in this Section 5, and except in the event of a Registration Default referred to accrue; provided that in Section 5(a)(i), upon the rate occurrence of which such Additional Interest accrues may in no event exceed 1.00% per annum) (such shall be accrued with respect to all Holders of the New Notes that are Registrable Securities, Additional Interest shall not accrue with respect to be calculated by the Partnership) commencing on (x) the 366th day after the Issue Date, in the case of clause any Holder that (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause is not an Electing Holder and (ii) above; provided, however, that upon is not named as a selling securityholder in the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Resale Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedStatement.

Additional Interest Under Certain Circumstances. In the event that (ai) If the Exchange Offer Registration Statement has not been filed with the Commission on or prior to the 90th day following the date hereof; (i)(Aii) the Exchange Offer Registration Statement has not been declared effective prior to the 210th day following the date hereof; (iii) either the Registered Exchange Offer has not been consummated or (B) a the Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 240th day following the date hereof; or (iv) after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective at or usable in connection with resales of Transfer Restricted Notes or New Notes in accordance with and during the periods specified in Section 3(b) hereof (because either (A) any time (other than because event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the sale circumstances under which they were made not misleading or (B) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder) without, in the case of all of (A) or (B), being succeeded promptly by an amendment or supplement to the Registration Statement or related prospectus or additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv) a "Registration Default"), interest ("Additional Interest") will accrue on the Transfer Restricted Securities registered thereunderNotes and the New Notes (in addition to the stated interest on the Transfer Restricted Notes and the New Notes) (from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will be payable in cash semiannually in arrears on the January 15 and July 15 of each such events year, beginning on January 15 or July 15 immediately succeeding a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate per annum equal to 0.50% during the 90-day period immediately following the occurrence of any Registration Default increasing by a rate per annum equal to 0.25% per annum (which rate will be increased by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in period. In no event shall such rate per annum exceed 1.001.50% per annum) (such Additional Interest to be calculated by the Partnership) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange aggregate regardless of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness number of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedDefaults.

Additional Interest Under Certain Circumstances. In the event that (ai) If the Exchange Offer Registration Statement has not been filed with the Commission on or prior to the 90th day following the date hereof; (i)(Aii) the Exchange Offer Registration Statement has not been declared effective prior to the 210th day following the date hereof; (iii) either the Registered Exchange Offer has not been consummated or (B) a the Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 240th day following the date hereof; or (iv) after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective at or usable in connection with resales of Transfer Restricted Notes or New Notes in accordance with and during the periods specified in Section 3(b) hereof (because either (A) any time (other than because event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the sale circumstances under which they were made not misleading or (B) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder) without, in the case of all of (A) or (B), being succeeded promptly by an amendment or supplement to the Registration Statement or related prospectus or additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv) a "Registration Default"), interest ("Additional Interest") will accrue on the Transfer Restricted Securities registered thereunderNotes and the New Notes (in addition to the stated interest on the Transfer Restricted Notes and the New Notes) (from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will be payable in cash semiannually in arrears on the January 15 and July 15 of each such events year, beginning on January15 or July15 immediately succeeding a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate per annum equal to 0.50% during the 90-day period immediately following the occurrence of any Registration Default increasing by a rate per annum equal to 0.25% per annum (which rate will be increased by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in period. In no event shall such rate per annum exceed 1.001.50% per annum) (such Additional Interest to be calculated by the Partnership) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange aggregate regardless of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness number of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedDefaults.

Additional Interest Under Certain Circumstances. In the event ----------------------------------------------- that (ai) If the Exchange Offer Registration Statement has not been filed with the Commission on or prior to the 45th day following the date hereof; (i)(Aii) the Exchange Offer Registration Statement has not been declared effective prior to the 180th day following the date hereof; (iii) either the Registered Exchange Offer has not been consummated or (B) a the Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 210th day following the date hereof; or (iv) after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective at or usable in connection with resales of Transfer Restricted Notes or New Notes in accordance with and during the periods specified in Section 3(b) hereof (because either (A) any time (other than because event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the sale circumstances under which they were made not misleading or (B) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder) without, in the case of (A) or (B), being succeeded promptly by an amendment or supplement to the Registration Statement or related prospectus or additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv) a "Registration Default"), interest ("Additional Interest") will accrue on the Transfer Restricted Notes and the New Notes (in addition to the stated interest on the Transfer Restricted Notes and the New Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will be payable in cash semiannually in arrears on the February 15 and August 15 of each year, beginning on February 15 or August 15 immediately succeeding a Registration Default, at a rate per annum equal to 0.50% on the Accreted Value of the Transfer Restricted Securities registered thereunderNotes and the New Notes (determined daily) (each such events during the 90-day period immediately following the occurrence of any Registration Default increasing by a “Registration Default”), then additional interest (“Additional Interest”) shall accrue rate per annum equal to 0.50% on the principal amount Accreted Value of the Initial Securities Transfer Restricted Notes and the New Notes (determined daily) at a rate the end of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in period. In no event shall such rate per annum exceed 1.001.50% per annumon the Accreted Value of the Transfer Restricted Notes and the New Notes (determined daily) (such Additional Interest to be calculated by the Partnership) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange aggregate regardless of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness number of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedDefaults.

Additional Interest Under Certain Circumstances. If (a) If any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (i)(Ab) the Registered Exchange Offer has not been consummated or (B) a Shelf any such Registration Statement has not been declared effective by the Commission, in each case, Commission on or prior to the 365th day after the Issue Date, applicable Effectiveness Deadline or (iic) if applicable, a Shelf Registration Statement the Exchange Offer has not been declared effective but shall thereafter cease Consummated on or prior to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) Consummation Deadline (each such events event referred to in clauses (a) through (c), a “"Registration Default”"), then the Issuer hereby agrees to pay additional interest (“"Additional Interest”") with respect to the Bonds. Additional Interest shall accrue on the principal amount Bonds over and above the interest set forth in the title of the Initial Securities Bonds from and including the date on which any such Registration Default shall occur, but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.250.50% per annum regardless of the number of Registration Defaults (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such the "Additional Interest continues Rate"). Notwithstanding anything to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annumcontrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (such Additional Interest to be calculated by and/or, if applicable, the Partnership) commencing on (x) the 366th day after the Issue DateShelf Registration Statement), in the case of clause (ia) above, or (yii) upon the day such effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration ceases to be effectiveStatement), in the case of clause (iib) above; provided, however, that above or (iii) upon the exchange Consummation of the Exchange Securities for all Offer, in the case of (c) above, Additional Interest payable with respect to the Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (a), (b) or the relevant subclause thereof(c), as the case may beapplicable, shall cease to accrue. Notwithstanding any other provisions Any amounts of this Section 6, the PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default due pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 3(n) hereof 5 shall be entitled to Additional payable in cash on the regular Interest Payments Dates with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer Bonds. The amount of Additional Interest shall be entitled to receive any determined by multiplying the applicable Additional Interest that would otherwise accrue subsequent to Rate by the date principal amount of the Registered Exchange Offer Bonds and further multiplied by a fraction, the numerator of which is consummatedthe number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day 90‑day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the PartnershipPBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.

Additional Interest Under Certain Circumstances. (a) If (i)(Ai) any Registration Statement required by this Agreement is not filed with the Registered Exchange Offer has not been consummated Commission on or prior to the applicable Filing Deadline, (Bii) a Shelf any such Registration Statement has not been declared effective by the Commission, in each case, Commission on or prior to the 365th day after the Issue Date, applicable Effectiveness Deadline or (iiiii) if applicable, a Shelf Registration Statement the Exchange Offer has not been declared effective but shall thereafter cease Consummated on or prior to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) Consummation Deadline (each such events event referred to in clauses (i) through (iii), a “Registration Default”"REGISTRATION DEFAULT"), then the Issuer hereby agrees to pay additional interest (“"ADDITIONAL INTEREST") with respect to the Bonds. Additional Interest”) Interest shall accrue on the principal amount Bonds over and above the interest set forth in the title of the Initial Securities Bonds from and including the date on which any such Registration Default shall occur, but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.250.50% per annum regardless of the number of Registration Defaults (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues the "ADDITIONAL INTEREST RATE"). Notwithstanding anything to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annumcontrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (such Additional Interest to be calculated by and/or, if applicable, the Partnership) commencing on (x) the 366th day after the Issue DateShelf Registration Statement), in the case of clause (i) above, or (y2) upon the day such effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration ceases to be effectiveStatement), in the case of clause (ii) above; provided, however, that above or (3) upon the exchange Consummation of the Exchange Securities for all Offer, in the case of (iii) above, Additional Interest payable with respect to the Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (i), (ii) or the relevant subclause thereof(iii), as the case may beapplicable, shall cease to accruecease. Notwithstanding any other provisions Any amounts of this Section 6, the PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default due pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 3(n) hereof 5 shall be entitled to Additional Interest payable in cash on the regular interest payments dates with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer Bonds. The amount of Additional Interest shall be entitled to receive any determined by multiplying the applicable Additional Interest that would otherwise accrue subsequent to Rate by the date principal amount of the Registered Exchange Offer Bonds and further multiplied by a fraction, the numerator of which is consummatedthe number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a "Registration Default"): (i) If (i)(A) on or prior to the Registered Exchange Offer has not been consummated or (B) a 60th day after the Closing Date, the Resale Shelf Registration Statement has not been filed with the Commission; (ii) If on or prior to the 120th day after the Closing Date, the Resale Shelf Registration Statement is not declared effective by the Commission, in each case, on ; or prior to the 365th day (iii) If after the Issue DateResale Shelf Registration Statement is declared effective and during the period for which the Company is required to maintain an effective Resale Shelf Registration Statement (A) the Resale Shelf Registration Statement thereafter ceases to be effective; or (B) the Resale Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities because either (1) any event occurs as a result of which the related prospectus forming part of the Resale Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (ii2) if applicable, a it shall be necessary to amend such Resale Shelf Registration Statement has been declared effective but shall thereafter cease or supplement the related prospectus, to be effective at any time (other than because of comply with the sale of all of Securities Act or the Transfer Restricted Securities registered Exchange Act or the respective rules thereunder) (each such events a “Registration Default”), then additional interest (“. Additional Interest”) Interest shall accrue on the principal amount Notes over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.000.50% per annum) (such Additional Interest to be calculated by the Partnership) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.

Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 180th day after the Issue Qualified IPO Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the PartnershipIssuer) commencing on (x) the 366th 181st day after the Issue Qualified IPO Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, effective in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the PBF Parties Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership Company in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.