Common use of Purchaser Remedies Clause in Contracts

Purchaser Remedies. (a) If a Seller Event of Default occurs and is continuing, the Purchaser shall have the right, upon written notice to the Seller, at its option, and in addition to and not in substitution for any other remedies available to it at law or equity (including the right to xxx for damages), to: (i) bring an action for specific performance of any obligation of the Seller under this Agreement or the Power of Attorney; (ii) prohibit the payment by the Seller of any Distributions to any Barrick Group Entities; (iii) exercise its rights under the Power of Attorney and give to the Account Bank such notice as is necessary to allow the Purchaser to use the cash in the Collection Account to purchase Refined Gold and/or Refined Silver (the “Substitute Metals”) in such amounts as required to satisfy the Seller’s then accrued and due obligations to deliver Payable Gold or Payable Silver to the Purchaser. For greater certainty, Deferred Silver Ounces shall not constitute accrued and due obligations for purposes of this Section 11.2(a)(iii); provided that the foregoing shall not apply upon a Seller Event of Default described in Section 11.1(f) or upon a termination of this Agreement (it being understood that the cash in the Collection Account shall be used to satisfy the current and overdue delivery obligations of the Seller under this Agreement in accordance with Sections 6.7(e)(i) through (iv), inclusive). Notwithstanding the foregoing, the Parties hereby agree that any liability of the Parent Company under this Agreement shall be limited to Losses resulting solely from the breach of this Agreement by the Parent Company and shall not result from any breach of this Agreement by the Seller. (b) In addition to the specific remedies set out in Section 11.2(a), upon the occurrence and during the continuation of a Seller Event of Default, the Gold Cash Price and the Silver Cash Price payable by the Purchaser to the Seller shall be reduced by 50% for all deliveries of Refined Gold or Refined Silver during such period (including for the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii)). For greater certainty, prior to the Advance Payment Reduction Date, the difference between the applicable Gold Reference Price and/or Silver Reference Price and the reduced Gold Cash Price and/or Silver Cash Price, respectively, shall be applied in full against the Advance Payment in accordance with the provisions of Sections 2.5(a) and 2.6(a). This Section 11.2(b) shall not apply where the failure to deliver Refined Gold and Refined Silver results in Accrued Ounces or Deferred Silver Ounces that do not otherwise constitute Defaulted Ounces. (c) Once the Seller delivers to the Purchaser all accrued and undelivered Refined Gold and Refined Silver (including at the reduced price provided above, if applicable) to satisfy the Defaulted Ounces or the Seller Event of Default is otherwise cured or waived (including by the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii) above, if applicable), the Seller shall be deemed to have cured the Seller Event of Default arising from such failure to deliver. (d) If a Seller Event of Default described in Section 11.1(e) occurs, such transfer shall be null and void ab initio. (e) Notwithstanding anything else in this Section 11.2, and without prejudice to any of the Purchaser’s rights hereunder or at law or in equity in all other circumstances, any proceeds associated with the Xxxxxxx XX Interest received by the Seller or any of its Affiliates pursuant to the liquidation or winding up of Project Holdco or the Owner in connection with an Insolvency Event shall be shared with the Purchaser in the following manner: (i) X% to the Purchaser, where X equals (i) the Purchaser’s Undiscounted Economic Interest as of immediately prior to the occurrence of the Insolvency Event divided by (ii) the Seller’s Undiscounted Economic Interest as of immediately prior to the occurrence of the Insolvency Event, and (ii) Y% to the Seller, where Y equals 100% minus X% (as calculated in accordance with Section 11.2(e)(i)), and in the event that any Barrick Group Entity is granted an Encumbrance by the Seller to secure the obligations of the Seller with respect to the inter-company Indebtedness of the Seller owed to such Barrick Group Entity, the fact that such Encumbrance was granted to such Barrick Group Entity shall be disregarded for the purposes of the amounts determined and payable pursuant to this Section 11.2(e) and the Barrick Group Entities shall take all necessary steps and refrain from taking any steps necessary to ensure that the foregoing agreement is given effect as between the Purchaser and the Seller. (f) Notwithstanding any other provision of this Article 11, in no event shall the Purchaser be entitled to any refund of the outstanding balance of the Advance Payment.

Purchaser Remedies. (a) If a Seller Event Upon the exercise of Default occurs and is continuingthe Put Option, unless payment of the Put/Call Price has been made when due, the Purchaser shall have Agent and the right, upon written notice to the Seller, at its option, Purchasers may exercise all rights and in addition to and not in substitution for any other remedies available to it at law or equity (including the right to xxx for damages), to: (i) bring an action for specific performance of any obligation of Purchaser Agent and the Seller under this Agreement or the Power of Attorney; (ii) prohibit the payment by the Seller of any Distributions to any Barrick Group Entities; (iii) exercise its rights Purchasers as a creditor hereunder and under the Power of Attorney other Transaction Documents and give to the Account Bank applicable law (which exercise may be determined in its sole discretion and which such notice as is necessary to allow the Purchaser to use the cash in the Collection Account to purchase Refined Gold and/or Refined Silver (the “Substitute Metals”) in such amounts as required to satisfy the Seller’s then accrued and due obligations to deliver Payable Gold or Payable Silver to the Purchaser. For greater certainty, Deferred Silver Ounces exercise shall not constitute accrued an election of remedies), including enforcement of the Liens created thereby. For the avoidance of doubt the Put/Call Price shall be due and due obligations for purposes of this Section 11.2(a)(iii); provided that the foregoing shall not apply upon a Seller Event of Default described in Section 11.1(f) or upon a termination of this Agreement payable (it being understood that the cash in the Collection Account shall be used to satisfy the current and overdue delivery obligations case of an exercise of the Seller under this Agreement in accordance with Sections 6.7(e)(i) through (iv)Put Option or Call Option, inclusive). Notwithstanding the foregoing, the Parties hereby agree that any liability of the Parent Company under this Agreement shall be limited to Losses resulting solely from the breach of this Agreement by the Parent Company and shall not result from any breach of this Agreement by the Seller. (b) In addition to the specific remedies as set out in Section 11.2(a), upon the occurrence and during the continuation of a Seller Event of Default, the Gold Cash Price and the Silver Cash Price payable by the Purchaser to the Seller shall be reduced by 50% for all deliveries of Refined Gold or Refined Silver during such period (including for the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii)). For greater certainty, prior to the Advance Payment Reduction Date, the difference between the applicable Gold Reference Price and/or Silver Reference Price and the reduced Gold Cash Price and/or Silver Cash Price, respectively, shall be applied in full against the Advance Payment in accordance with the provisions of Sections 2.5(a) and 2.6(a). This Section 11.2(b) shall not apply where the failure to deliver Refined Gold and Refined Silver results in Accrued Ounces or Deferred Silver Ounces that do not otherwise constitute Defaulted Ounces. (c) Once the Seller delivers to the Purchaser all accrued and undelivered Refined Gold and Refined Silver (including at the reduced price provided above, if applicable) to satisfy the Defaulted Ounces or the Seller Event of Default is otherwise cured or waived (including by the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii) above, if applicable), the Seller shall be deemed to have cured the Seller Event of Default arising from such failure to deliver. (d) If a Seller Event of Default described in Section 11.1(e) occurs, such transfer shall be null and void ab initio. (e) Notwithstanding anything else forth in this Section 11.25.07) at any time the Put Option or the Call Option is exercised or the Obligations are otherwise accelerated hereunder for any reason, and without prejudice whether due to any of the Purchaser’s rights hereunder or at law or in equity in all other circumstances, any proceeds associated with the Xxxxxxx XX Interest received by the Seller or any of its Affiliates acceleration pursuant to the liquidation terms of this Agreement, by operation of law or winding up of Project Holdco otherwise (including where bankruptcy filings or the Owner exercise of any bankruptcy right or power, whether in connection with an Insolvency Event shall be shared with the Purchaser any plan of reorganization or otherwise, results or would result in the following manner: (i) X% to the Purchasera payment, where X equals (i) the Purchaser’s Undiscounted Economic Interest as of immediately prior to the occurrence discharge, modification or other treatment of the Insolvency Event divided by (ii) Revenue Interests that would otherwise evade, avoid, or otherwise disappoint the Seller’s Undiscounted Economic Interest as of immediately prior to the occurrence expectations of the Insolvency Event, and (ii) Y% to Purchasers in receiving the Seller, where Y equals 100% minus X% (as calculated in accordance with Section 11.2(e)(ifull benefit of their bargained-for Put/Call Price)), . The Company and in the event Purchasers acknowledge and agree that any Barrick Group Entity is granted an Encumbrance by the Seller to secure the obligations none of the Seller with respect to the inter-company Indebtedness Put/Call Price shall constitute unmatured interest, whether under Section 502(b)(2) of the Seller owed to such Barrick Group EntityUnited States Bankruptcy Code or otherwise, the fact that such Encumbrance was granted to such Barrick Group Entity shall be disregarded for the purposes of the amounts determined and payable pursuant to this Section 11.2(e) and the Barrick Group Entities shall take all necessary steps and refrain from taking any steps necessary but instead is reasonably calculated to ensure that the foregoing agreement is given effect as between Purchasers receive the Purchaser and benefit of their bargain under the Seller. (f) Notwithstanding any other provision terms of this Article 11, in no event Agreement. The Company acknowledges and agrees that the Purchasers shall the Purchaser be entitled to any refund recover the full amount of the outstanding balance Put/Call Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the case of any Bankruptcy Event, so that the Advance PaymentPurchasers shall receive the benefit of their bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and, to the fullest extent permitted by maximum law, the Company hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. The Company further acknowledges and agrees, and, to the fullest extent permitted by maximum law, waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Purchasers may suffer or incur resulting from or arising in connection with any breach hereof or thereof by the Company shall constitute secured obligations owing to the Purchasers.

Purchaser Remedies. (a) If a Seller Event Upon the exercise of Default occurs and is continuingthe Put Option, unless payment of the applicable Buy-Out Price has been made when due, the Purchaser shall have the right, upon written notice to the Seller, at its option, may exercise all rights and in addition to and not in substitution for any other remedies available to it at law or equity (including the right to xxx for damages), to: (i) bring an action for specific performance of any obligation of the Seller under this Agreement or the Power of Attorney; (ii) prohibit the payment by the Seller of any Distributions to any Barrick Group Entities; (iii) exercise its rights Purchaser as a creditor hereunder and under the Power of Attorney other Transaction Documents and give to the Account Bank Applicable Law (which exercise may be determined in its sole discretion and which such notice as is necessary to allow the Purchaser to use the cash in the Collection Account to purchase Refined Gold and/or Refined Silver (the “Substitute Metals”) in such amounts as required to satisfy the Seller’s then accrued and due obligations to deliver Payable Gold or Payable Silver to the Purchaser. For greater certainty, Deferred Silver Ounces exercise shall not constitute accrued an election of remedies), including enforcement of the Liens created thereby, subject to the terms of the Intercreditor Agreement. For the avoidance of doubt the applicable Buy-Out Price shall be due and payable (in the case of an exercise of the Put Option or the Call Option, as set forth in this Section 5.07) at any time the Put Option or the Call Option, as the case may be, is exercised or the Obligations are otherwise accelerated hereunder for any reason, whether due obligations for purposes to acceleration pursuant to the terms of this Section 11.2(a)(iii); provided that Agreement, by operation of law or otherwise (including where bankruptcy filings or the foregoing shall not apply upon exercise of any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a Seller Event of Default described in Section 11.1(f) payment, discharge, modification or upon a termination of this Agreement (it being understood that the cash in the Collection Account shall be used to satisfy the current and overdue delivery obligations other treatment of the Seller under this Agreement in accordance with Sections 6.7(e)(i) through (iv)Revenue Interests that would otherwise evade, inclusive). Notwithstanding avoid, or otherwise disappoint the foregoing, the Parties hereby agree that any liability expectations of the Parent Company under this Agreement shall be limited to Losses resulting solely from the breach of this Agreement by the Parent Company and shall not result from any breach of this Agreement by the Seller. (b) In addition to the specific remedies set out in Section 11.2(a), upon the occurrence and during the continuation of a Seller Event of Default, the Gold Cash Price and the Silver Cash Price payable by the Purchaser to the Seller shall be reduced by 50% for all deliveries of Refined Gold or Refined Silver during such period (including for the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii)receiving the full benefit of their bargained-for applicable Buy-Out Price). For greater certainty, prior Subject to the Advance Payment Reduction Dateterms of the Intercreditor Agreement, the difference between the applicable Gold Reference Price and/or Silver Reference Price Company and the reduced Gold Cash Purchaser acknowledge and agree that no portion of any Buy-Out Price and/or Silver Cash Priceshall constitute unmatured interest, respectively, shall be applied in full against the Advance Payment in accordance with the provisions of Sections 2.5(awhether under Section 502(b)(2) and 2.6(a). This Section 11.2(b) shall not apply where the failure to deliver Refined Gold and Refined Silver results in Accrued Ounces or Deferred Silver Ounces that do not otherwise constitute Defaulted Ounces. (c) Once the Seller delivers to the Purchaser all accrued and undelivered Refined Gold and Refined Silver (including at the reduced price provided above, if applicable) to satisfy the Defaulted Ounces or the Seller Event of Default is otherwise cured or waived (including by the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii) above, if applicable), the Seller shall be deemed to have cured the Seller Event of Default arising from such failure to deliver. (d) If a Seller Event of Default described in Section 11.1(e) occurs, such transfer shall be null and void ab initio. (e) Notwithstanding anything else in this Section 11.2, and without prejudice to any of the Purchaser’s rights hereunder United States Bankruptcy Code or at law or in equity in all other circumstancesotherwise, any proceeds associated with the Xxxxxxx XX Interest received by the Seller or any of its Affiliates pursuant to the liquidation or winding up of Project Holdco or the Owner in connection with an Insolvency Event shall be shared with the Purchaser in the following manner: (i) X% to the Purchaser, where X equals (i) the Purchaser’s Undiscounted Economic Interest as of immediately prior to the occurrence of the Insolvency Event divided by (ii) the Seller’s Undiscounted Economic Interest as of immediately prior to the occurrence of the Insolvency Event, and (ii) Y% to the Seller, where Y equals 100% minus X% (as but instead is reasonably calculated in accordance with Section 11.2(e)(i)), and in the event that any Barrick Group Entity is granted an Encumbrance by the Seller to secure the obligations of the Seller with respect to the inter-company Indebtedness of the Seller owed to such Barrick Group Entity, the fact that such Encumbrance was granted to such Barrick Group Entity shall be disregarded for the purposes of the amounts determined and payable pursuant to this Section 11.2(e) and the Barrick Group Entities shall take all necessary steps and refrain from taking any steps necessary to ensure that the foregoing agreement is given effect as between Purchaser receives the benefit of its bargain under the terms of this Agreement. Subject to the terms of the Intercreditor Agreement, the Company acknowledges and agrees that the Purchaser and the Seller. (f) Notwithstanding any other provision of this Article 11, in no event shall the Purchaser be entitled to any refund recover the full amount of the outstanding balance applicable Buy-Out Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the case of any Bankruptcy Event, so that the Purchaser shall receive the benefit of its bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and, to the fullest extent permitted by Applicable Law, the Company hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Subject to the terms of the Advance PaymentIntercreditor Agreement, the Company further acknowledges and agrees, and, to the fullest extent permitted by Applicable Law, waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Purchaser may suffer or incur resulting from or arising in connection with any breach hereof or thereof by the Company shall constitute secured obligations owing to the Purchaser.

Purchaser Remedies. (a) If a Seller Event of Default occurs The Warrantors hereby agree to indemnify and is continuing, keep the Purchaser shall have the rightindemnified in respect of all its costs, upon written notice to the Sellerclaims, at its optioncharges, demands and in addition to expenses and not in substitution for any other remedies available to it at law or equity liabilities of any nature whatsoever (including but not limited to all legal and other professional fees and expenses) which the right to xxx for damages), toPurchaser may incur either before or after the commencement of any action in connection with: (i) bring an action for specific performance the settlement of any obligation claim that any of the Seller under Warranties are untrue or misleading or that the Warranties or any other terms of this Subscription Agreement or the Power of Attorneyhave been breached; (ii) prohibit any legal proceedings in which the payment by Purchaser claims that any of the Seller Warranties are untrue or misleading or that any of the Warranties or any Distributions to any Barrick Group Entities;of the terms of this Subscription Agreement have been breached and in which judgement is given for the Purchaser; or (iii) exercise its rights under the Power enforcement of Attorney and give to the Account Bank such notice as is necessary to allow the Purchaser to use the cash in the Collection Account to purchase Refined Gold and/or Refined Silver (the “Substitute Metals”) in such amounts as required to satisfy the Seller’s then accrued and due obligations to deliver Payable Gold any settlement or Payable Silver to the Purchaser. For greater certainty, Deferred Silver Ounces shall not constitute accrued and due obligations for purposes of this Section 11.2(a)(iii); provided that the foregoing shall not apply upon a Seller Event of Default described in Section 11.1(f) or upon a termination of this Agreement (it being understood that the cash in the Collection Account shall be used to satisfy the current and overdue delivery obligations of the Seller under this Agreement in accordance with Sections 6.7(e)(i) through (iv), inclusive). Notwithstanding the foregoing, the Parties hereby agree that any liability of the Parent Company under this Agreement shall be limited to Losses resulting solely from the breach of this Agreement by the Parent Company and shall not result from any breach of this Agreement by the Sellerjudgement. (b) In addition Notwithstanding any other provision of this Subscription Agreement the Warrantors hereby agree to the specific remedies set out in Section 11.2(a), upon the occurrence indemnify and during the continuation of a Seller Event of Default, the Gold Cash Price and the Silver Cash Price payable by keep indemnified the Purchaser to the Seller shall be reduced by 50% for all deliveries against any loss, liability or cost of Refined Gold any nature whatsoever or Refined Silver during such period (including for the purchase and delivery of Substitute Metals by which the Purchaser in accordance with Section 11.2(a)(iii)). For greater certainty, prior to may suffer or incur whether directly or indirectly a result of any breach of any of the Advance Payment Reduction Date, the difference between the applicable Gold Reference Price and/or Silver Reference Price and the reduced Gold Cash Price and/or Silver Cash Price, respectively, shall be applied in full against the Advance Payment in accordance with the provisions Warranties or any other term of Sections 2.5(a) and 2.6(a). This Section 11.2(b) shall not apply where the failure to deliver Refined Gold and Refined Silver results in Accrued Ounces or Deferred Silver Ounces that do not otherwise constitute Defaulted Ouncesthis Subscription Agreement. (c) Once In respect of any Settled Claim the Seller delivers Continuing Investor and Executives hereby acknowledge that the Purchaser shall be entitled to; (i) cause the Executives to immediately transfer to the Purchaser all accrued and undelivered Refined Gold and Refined Silver Ordinary Shares owned by them up to the value of the Settled Claim pursuant to clause (including at d) below; and (ii) deduct from the reduced price provided above, if applicable) to satisfy the Defaulted Ounces Executives' salary or the Seller Event of Default is otherwise cured or waived (including other remuneration payable by the purchase and delivery Company the amount of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii) above, if applicable), the Seller shall be deemed to have cured the Seller Event of Default arising from such failure to deliverSettled Claim. (d) If a Seller Event claim for breach of Default described Warranty is settled the Purchaser may, in Section 11.1(e) occursits discretion, such serve a notice on the Continuing Investor and the Company requiring the Continuing Investor to transfer shares in the Company to the Purchaser in whole or partial discharge of the liability (a "Share Sale Notice"). On receipt of the Share Sale Notice, the Purchaser and the Continuing Investor will negotiate in good faith to determine the value shares held by the Continuing Investor and, in default or agreement, the value shall be null the Fair Value, defined in the Shareholders' Agreement as determined by the auditor (acting as experts and void ab initionot as arbitrators) on the basis of a sale between a willing buyer and a willing seller but without limitation adjusted to take into account the consequential breach of Warranty concerned. The Continuing Investor shall, once the value of its shares has been determined, transfer to the Purchaser such number of shares as do not exceed the Settled Liability in whole or partial discharge of that liability. (e) Notwithstanding anything else The rights and remedies available to the Purchaser under this Subscription Agreement are in this Section 11.2, addition to and without prejudice to any not exclusive of the Purchaser’s all other rights hereunder or remedies available at law or in equity in all other circumstances, any proceeds associated with the Xxxxxxx XX Interest received by the Seller or any of its Affiliates pursuant to the liquidation or winding up of Project Holdco or the Owner in connection with an Insolvency Event shall be shared with the Purchaser in the following manner: (i) X% to the Purchaser, where X equals (i) the Purchaser’s Undiscounted Economic Interest as of immediately prior to the occurrence of the Insolvency Event divided by (ii) the Seller’s Undiscounted Economic Interest as of immediately prior to the occurrence of the Insolvency Event, and (ii) Y% to the Seller, where Y equals 100% minus X% (as calculated in accordance with Section 11.2(e)(i)), and in the event that any Barrick Group Entity is granted an Encumbrance by the Seller to secure the obligations of the Seller with respect to the inter-company Indebtedness of the Seller owed to such Barrick Group Entity, the fact that such Encumbrance was granted to such Barrick Group Entity shall be disregarded for the purposes of the amounts determined and payable pursuant to this Section 11.2(e) and the Barrick Group Entities shall take all necessary steps and refrain from taking any steps necessary to ensure that the foregoing agreement is given effect as between the Purchaser and the Seller. (f) Notwithstanding any other provision of this Article 11, in no event shall the Purchaser be entitled to any refund of the outstanding balance of the Advance Payment.

Purchaser Remedies. (a) If a Seller Event Upon the exercise of Default occurs and is continuingthe Put Option, unless payment of the Put/Call Price has been made when due, the Purchaser shall have Agent and the right, upon written notice to the Seller, at its option, Purchasers may exercise all rights and in addition to and not in substitution for any other remedies available to it at law or equity (including the right to xxx for damages), to: (i) bring an action for specific performance of any obligation of Purchaser Agent and the Seller under this Agreement or the Power of Attorney; (ii) prohibit the payment by the Seller of any Distributions to any Barrick Group Entities; (iii) exercise its rights Purchasers as a creditor hereunder and under the Power of Attorney other Transaction Documents and give to the Account Bank Applicable Law (which exercise may be determined in its sole discretion and which such notice as is necessary to allow the Purchaser to use the cash in the Collection Account to purchase Refined Gold and/or Refined Silver (the “Substitute Metals”) in such amounts as required to satisfy the Seller’s then accrued and due obligations to deliver Payable Gold or Payable Silver to the Purchaser. For greater certainty, Deferred Silver Ounces exercise shall not constitute accrued an election of remedies), including enforcement of the Liens created thereby. For the avoidance of doubt the Put/Call Price shall be due and due obligations for purposes of this Section 11.2(a)(iii); provided that the foregoing shall not apply upon a Seller Event of Default described in Section 11.1(f) or upon a termination of this Agreement payable (it being understood that the cash in the Collection Account shall be used to satisfy the current and overdue delivery obligations case of an exercise of the Seller under this Agreement in accordance with Sections 6.7(e)(i) through (iv)Put Option or Call Option, inclusive). Notwithstanding the foregoing, the Parties hereby agree that any liability of the Parent Company under this Agreement shall be limited to Losses resulting solely from the breach of this Agreement by the Parent Company and shall not result from any breach of this Agreement by the Seller. (b) In addition to the specific remedies as set out in Section 11.2(a), upon the occurrence and during the continuation of a Seller Event of Default, the Gold Cash Price and the Silver Cash Price payable by the Purchaser to the Seller shall be reduced by 50% for all deliveries of Refined Gold or Refined Silver during such period (including for the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii)). For greater certainty, prior to the Advance Payment Reduction Date, the difference between the applicable Gold Reference Price and/or Silver Reference Price and the reduced Gold Cash Price and/or Silver Cash Price, respectively, shall be applied in full against the Advance Payment in accordance with the provisions of Sections 2.5(a) and 2.6(a). This Section 11.2(b) shall not apply where the failure to deliver Refined Gold and Refined Silver results in Accrued Ounces or Deferred Silver Ounces that do not otherwise constitute Defaulted Ounces. (c) Once the Seller delivers to the Purchaser all accrued and undelivered Refined Gold and Refined Silver (including at the reduced price provided above, if applicable) to satisfy the Defaulted Ounces or the Seller Event of Default is otherwise cured or waived (including by the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii) above, if applicable), the Seller shall be deemed to have cured the Seller Event of Default arising from such failure to deliver. (d) If a Seller Event of Default described in Section 11.1(e) occurs, such transfer shall be null and void ab initio. (e) Notwithstanding anything else forth in this Section 11.25.07) at any time the Put Option or the Call Option is exercised or the Obligations are otherwise accelerated hereunder for any reason, and without prejudice whether due to any of the Purchaser’s rights hereunder or at law or in equity in all other circumstances, any proceeds associated with the Xxxxxxx XX Interest received by the Seller or any of its Affiliates acceleration pursuant to the liquidation terms of this Agreement, by operation of law or winding up of Project Holdco otherwise (including where bankruptcy filings or the Owner exercise of any bankruptcy right or power, whether in connection with an Insolvency Event shall be shared with the Purchaser any plan of reorganization or otherwise, results or would result in the following manner: (i) X% to the Purchasera payment, where X equals (i) the Purchaser’s Undiscounted Economic Interest as of immediately prior to the occurrence discharge, modification or other treatment of the Insolvency Event divided by (ii) Revenue Interests that would otherwise evade, avoid, or otherwise disappoint the Seller’s Undiscounted Economic Interest as of immediately prior to the occurrence expectations of the Insolvency Event, and (ii) Y% to Purchasers in receiving the Seller, where Y equals 100% minus X% (as calculated in accordance with Section 11.2(e)(ifull benefit of their bargained-for Put/Call Price)), . The Company and in the event Purchasers acknowledge and agree that any Barrick Group Entity is granted an Encumbrance by the Seller to secure the obligations none of the Seller with respect to the inter-company Indebtedness Put/Call Price shall constitute unmatured interest, whether under Section 502(b)(2) of the Seller owed to such Barrick Group EntityUnited States Bankruptcy Code or otherwise, the fact that such Encumbrance was granted to such Barrick Group Entity shall be disregarded for the purposes of the amounts determined and payable pursuant to this Section 11.2(e) and the Barrick Group Entities shall take all necessary steps and refrain from taking any steps necessary but instead is reasonably calculated to ensure that the foregoing agreement is given effect as between Purchasers receive the Purchaser and benefit of their bargain under the Seller. (f) Notwithstanding any other provision terms of this Article 11, in no event Agreement. The Company acknowledges and agrees that the Purchasers shall the Purchaser be entitled to any refund recover the full amount of the outstanding balance Put/Call Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the case of any Bankruptcy Event, so that the Advance PaymentPurchasers shall receive the benefit of their bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and, to the fullest extent permitted by maximum law, the Company hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. The Company further acknowledges and agrees, and, to the fullest extent permitted by maximum law, waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Purchasers may suffer or incur resulting from or arising in connection with any breach hereof or thereof by the Company shall constitute secured obligations owing to the Purchasers.

Purchaser Remedies. Upon (ax) If a Seller Event the exercise of Default occurs and is continuingthe Put Option, unless payment of the Put/Call Price has been made when due or (y) the exercise of the Catch Up Payment Option, unless payment of the Catch Up Payment has been made when due, in each case the Purchaser shall have Agent and the right, upon written notice to the Seller, at its option, Purchasers may exercise all rights and in addition to and not in substitution for any other remedies available to it at law or equity (including the right to xxx for damages), to: (i) bring an action for specific performance of any obligation of Purchaser Agent and the Seller under this Agreement or the Power of Attorney; (ii) prohibit the payment by the Seller of any Distributions to any Barrick Group Entities; (iii) exercise its rights Purchasers as a creditor hereunder and under the Power of Attorney other Transaction Documents and give to the Account Bank Applicable Law (which exercise may be determined in its sole discretion and which such notice as is necessary to allow the Purchaser to use the cash in the Collection Account to purchase Refined Gold and/or Refined Silver (the “Substitute Metals”) in such amounts as required to satisfy the Seller’s then accrued and due obligations to deliver Payable Gold or Payable Silver to the Purchaser. For greater certainty, Deferred Silver Ounces exercise shall not constitute accrued an election of remedies), including enforcement of the Liens created thereby. For the avoidance of doubt the Put/Call Price shall be due and due obligations for purposes of this Section 11.2(a)(iii); provided that the foregoing shall not apply upon a Seller Event of Default described in Section 11.1(f) or upon a termination of this Agreement payable (it being understood that the cash in the Collection Account shall be used to satisfy the current and overdue delivery obligations case of an exercise of the Seller under Put Option or Call Option, as set forth in this Agreement in accordance with Sections 6.7(e)(i‎Section 5.07) through (iv), inclusive). Notwithstanding at any time the foregoing, the Parties hereby agree that any liability of the Parent Company under this Agreement shall be limited to Losses resulting solely from the breach of this Agreement by the Parent Company and shall not result from any breach of this Agreement by the Seller. (b) In addition to the specific remedies set out in Section 11.2(a), upon the occurrence and during the continuation of a Seller Event of Default, the Gold Cash Price and the Silver Cash Price payable by the Purchaser to the Seller shall be reduced by 50% for all deliveries of Refined Gold or Refined Silver during such period (including for the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii)). For greater certainty, prior to the Advance Payment Reduction Date, the difference between the applicable Gold Reference Price and/or Silver Reference Price and the reduced Gold Cash Price and/or Silver Cash Price, respectively, shall be applied in full against the Advance Payment in accordance with the provisions of Sections 2.5(a) and 2.6(a). This Section 11.2(b) shall not apply where the failure to deliver Refined Gold and Refined Silver results in Accrued Ounces or Deferred Silver Ounces that do not otherwise constitute Defaulted Ounces. (c) Once the Seller delivers to the Purchaser all accrued and undelivered Refined Gold and Refined Silver (including at the reduced price provided above, if applicable) to satisfy the Defaulted Ounces Put Option or the Seller Event of Default Call Option is exercised or the Obligations are otherwise cured or waived (including by the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii) aboveaccelerated for any reason, if applicable), the Seller shall be deemed whether due to have cured the Seller Event of Default arising from such failure to deliver. (d) If a Seller Event of Default described in Section 11.1(e) occurs, such transfer shall be null and void ab initio. (e) Notwithstanding anything else in this Section 11.2, and without prejudice to any of the Purchaser’s rights hereunder or at law or in equity in all other circumstances, any proceeds associated with the Xxxxxxx XX Interest received by the Seller or any of its Affiliates acceleration pursuant to the liquidation terms of this Agreement, by operation or winding up of Project Holdco law or otherwise (including where bankruptcy filings or the Owner exercise of any bankruptcy right or power, whether in connection with an Insolvency Event shall be shared with the Purchaser any plan of reorganization or otherwise, results or would result in the following manner: (i) X% to the Purchasera payment, where X equals (i) the Purchaser’s Undiscounted Economic Interest as of immediately prior to the occurrence discharge, modification or other treatment of the Insolvency Event divided by (ii) Revenue Interests that would otherwise evade, avoid, or otherwise disappoint the Seller’s Undiscounted Economic Interest as of immediately prior to the occurrence expectations of the Insolvency EventPurchasers in receiving the full benefit of their bargained-for Put/Call Price). The Company and the Purchasers acknowledge and agree that none of the Put/Call Price shall constitute unmatured interest, and (iiwhether under Section 502(b)(2) Y% to of the SellerUnited States Bankruptcy Code, where Y equals 100% minus X% (as calculated in accordance with Section 11.2(e)(i)), and in but instead shall constitute the event that any Barrick Group Entity is granted an Encumbrance liquidated damages sustained by the Seller to secure the obligations Purchasers as a result of the Seller with respect to the inter-company Indebtedness acceleration or prepayment of the Seller owed to such Barrick Group Entity, Obligations and is reasonably calculated under the fact that such Encumbrance was granted to such Barrick Group Entity shall be disregarded for the purposes of the amounts determined and payable pursuant to this Section 11.2(e) and the Barrick Group Entities shall take all necessary steps and refrain from taking any steps necessary circumstances currently existing to ensure that the foregoing agreement is given effect as between Purchasers receive the Purchaser and benefit of their bargain under the Seller. (f) Notwithstanding any other provision terms of this Article 11, in no event Agreement. The Company acknowledges and agrees that the Purchasers shall the Purchaser be entitled to any refund recover the full amount of the outstanding balance Put/Call Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, so that the Purchasers shall receive the benefit of their bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and, to the fullest extent permitted by maximum law, the Company hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. The Company further acknowledges and agrees, and, to the fullest extent permitted by maximum law, waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. The Company expressly agrees that (i) payment of any Put/Call Price and any Catch Up Payment is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) payment of any Put/Call Price and any Catch Up Payment shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Purchasers and the Company giving specific consideration in this transaction for such agreement to pay the Put/Call Price and any Catch Up Payment, (iv) the Company shall be estopped hereafter from claiming differently than as agreed to in this ‎Section 5.07, (v) the Company’s agreement to pay any Put/Call Price and any Catch Up Payment is a material inducement to the Purchasers to fund the Purchase Payments, and (vi) the Put/Call Price represents a good faith, reasonable estimate and calculation of the Advance Paymentlost profits, losses or other damages of the Purchasers and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Purchasers or profits lost by the Purchasers as a result of such event. Any damages that the Purchasers may suffer or incur resulting from or arising in connection with any breach hereof or thereof by the Company shall constitute secured Obligations owing to the Purchasers.