Common use of Separate Grants of Security Clause in Contracts

Separate Grants of Security. Each Secured Party acknowledges and agrees that the grants of Liens pursuant to the Senior Debt Security Documents and the Royal Gold Security Documents constitute two separate and distinct grants of Liens. If it is held that the claims of the Senior Debt Secured Parties and the Purchaser in respect of the Collateral constitute claims in the same class, then the Senior Debt Secured Parties and the Purchaser hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Senior Debt Obligation claims and Royal Gold Obligation claims against the Vendor (with the effect being that, to the extent that the aggregate value of the Senior Debt Priority Collateral or Royal Gold Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties), the Senior Debt Secured Parties or the Purchaser, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that are available from each pool of Priority Collateral for each of the Senior Debt Secured Parties and the Purchaser, respectively, before any distribution is made in respect of the claims held by the other Secured Parties, with the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries). The Purchaser further agrees that it will not support or vote in favor of any plan or similar arrangement (and shall be deemed to have voted to reject any plan or similar arrangement) that involves the Issuer and/or some or all of its affiliates and subsidiaries, including the Vendor, unless such plan, arrangement, liquidation, reorganization, proposal, compromise or similar arrangement pursuant to or relating to any Insolvency Proceeding (a “Plan”) (a) pays off, in immediately available funds, all Senior Debt Obligations or (b) is accepted by the Senior Debt Creditors voting thereon or (c) is supported by the Senior Debt Representative for the Senior Debt Creditors and the Senior Debt Representative for the Senior Debt Creditors so advises the Purchaser in writing (a “Senior Supported Plan”). In the event that the Plan is supported by the Senior Debt Representative and the Senior Debt Representative has so advised the Purchaser in writing, the Purchaser shall vote in favor of such Senior Supported Plan so long as (i) in the event a Royal Gold Trigger Event has not occurred, the Plan provides that the rights of the Purchaser and the obligations of the Vendor under the Royal Gold Purchase Agreement and the Royal Gold Security Documents (whether such obligations are to be performed by the Vendor or a designee or other successor of the Vendor reasonably acceptable to Purchaser) are preserved in all material respects or (ii) in the event a Royal Gold Trigger Event has occurred, the Plan provides for the Purchaser receiving (A) all Royal Gold Priority Collateral (which, for greater certainty, the Purchaser has not already received) calculated and determined as at the date the Plan becomes effective in accordance with its terms or the equivalent value thereof in cash, and (B) without duplication, cash equal to the value of the Royal Gold Liens on all Collateral on the date set in the Insolvency Proceedings as the date for proving and valuing claims generally.

Separate Grants of Security. Each Secured Party acknowledges and agrees that the grants of Liens pursuant to the Senior Debt Security Documents and the Royal Gold Security Documents constitute two separate and distinct grants of Liens. If it is held that the claims of the Senior Debt Secured Parties and the Purchaser in respect of the Collateral constitute claims in the same class, then the Senior Debt Secured Parties and the Purchaser hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Senior Debt Obligation claims and Royal Gold Obligation claims against the Vendor (with the effect being that, to the extent that the aggregate value of the Senior Debt Priority Collateral or Royal Gold Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties), the Senior Debt Secured Parties or the Purchaser, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Filing Interest that are available from each pool of Priority Collateral for each of the Senior Debt Secured Parties and the Purchaser, respectively, before any distribution is made in respect of the claims held by the other Secured Parties, with the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries). The Purchaser further agrees that it will not support or vote in favor of any plan or similar arrangement (and shall be deemed to have voted to reject any plan or similar arrangement) that involves the Issuer Vendor and/or some or all of its affiliates and subsidiaries, including the Vendor, unless such plan, arrangement, liquidation, reorganization, proposal, compromise or similar arrangement pursuant to or relating to any Insolvency Proceeding (a “Plan”) (a) pays off, in immediately available funds, all Senior Debt Obligations or (b) is accepted by the Senior Debt Creditors Secured Parties voting thereon or (c) is supported by the Senior Debt Representative for the Senior Debt Creditors Secured Parties and the Senior Debt Representative for the Senior Debt Creditors Secured Parties so advises the Purchaser in writing (a “Senior Supported Plan”). In the event that the Plan is supported by the Senior Debt Representative and the Senior Debt Representative has so advised the Purchaser in writing, the Purchaser shall vote in favor of such Senior Supported Plan so long as (i) in the event a Royal Gold Trigger Event has not occurred, the Plan provides that the rights of the Purchaser and the obligations of the Vendor under the Royal Gold Purchase Agreement and the Royal Gold Security Documents (whether such obligations are to be performed by the Vendor or a designee or other successor of the Vendor reasonably acceptable to Purchaser) are preserved in all material respects or (ii) in the event a Royal Gold Trigger Event has occurred, the Plan provides for the Purchaser receiving (A) all Royal Gold Priority Collateral (which, for greater certainty, the Purchaser has not already received) calculated and determined as at the date the Plan becomes effective in accordance with its terms or the equivalent value thereof in cash, and (B) without duplication, cash equal to the value of the Royal Gold Liens on all Collateral on the date set in the Insolvency Proceedings as the date for proving and valuing claims generally.

Separate Grants of Security. Each Secured Party acknowledges and agrees that the grants of Liens pursuant to the Senior Debt Security Documents and the Royal Gold Security Documents constitute two separate and distinct grants of Liens. If it is held that the claims of the Senior Debt Secured Parties and the Purchaser in respect of the Collateral constitute claims in the same class, then the Senior Debt Secured Parties and the Purchaser hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Senior Debt Obligation claims and Royal Gold Obligation claims against the Vendor (with the effect being that, to the extent that the aggregate value of the Senior Debt Priority Collateral or Royal Gold Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties), the Senior Debt Secured Parties or the Purchaser, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that are available from each pool of Priority Collateral for each of the Senior Debt Secured Parties and the Purchaser, respectively, before any distribution is made in respect of the claims held by the other Secured Parties, with the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries). The Purchaser further agrees that it will not support or vote in favor of any plan or similar arrangement (and shall be deemed to have voted to reject any plan or similar arrangement) that involves the Issuer Borrower and/or some or all of its affiliates and subsidiaries, including the Vendor, unless such plan, arrangement, liquidation, reorganization, proposal, compromise or similar arrangement pursuant to or relating to any Insolvency Proceeding (a “Plan”) (a) pays off, in immediately available funds, all Senior Debt Obligations or (b) is accepted by the Senior Debt Creditors voting thereon or (c) is supported by the Senior Debt Representative for the Senior Debt Creditors and the Senior Debt Representative for the Senior Debt Creditors so advises the Purchaser in writing (a “Senior Supported Plan”). In the event that the Plan is supported by the Senior Debt Representative and the Senior Debt Representative has so advised the Purchaser in writing, the Purchaser shall vote in favor of such Senior Supported Plan so long as (i) in the event a Royal Gold Trigger Event has not occurred, the Plan provides that the rights of the Purchaser and the obligations of the Vendor under the Royal Gold Purchase Agreement and the Royal Gold Security Documents (whether such obligations are to be performed by the Vendor or a designee or other successor of the Vendor reasonably acceptable to Purchaser) are preserved in all material respects or (ii) in the event a Royal Gold Trigger Event has occurred, the Plan provides for the Purchaser receiving (A) all Royal Gold Priority Collateral (which, for greater certainty, the Purchaser has not already received) calculated and determined as at the date the Plan becomes effective in accordance with its terms or the equivalent value thereof in cash, and (B) without duplication, cash equal to the value of the Royal Gold Liens on all Collateral on the date set in the Insolvency Proceedings as the date for proving and valuing claims generally.

Separate Grants of Security. Each Secured Party acknowledges and agrees that the grants of Liens pursuant to the Senior Debt Security Documents and the Royal Gold Security Documents constitute two separate and distinct grants of Liens. If it is held that the claims of the Senior Debt Secured Parties and the Purchaser in respect of the Collateral constitute claims in the same class, then the Senior Debt Secured Parties and the Purchaser hereby acknowledge and agree that all distributions shall be made as if there were separate classes of Senior Debt Obligation claims and Royal Gold Obligation claims against the Vendor (with the effect being that, to the extent that the aggregate value of the Senior Debt Priority Collateral or Royal Gold Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties), the Senior Debt Secured Parties or the Purchaser, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that are available from each pool of Priority Collateral for each of the Senior Debt Secured Parties and the Purchaser, respectively, before any distribution is made in respect of the claims held by the other Secured Parties, with the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries). The Purchaser further agrees that it will not support or vote in favor of any plan or similar arrangement (and shall be deemed to have voted to reject any plan or similar arrangement) that involves the Issuer and/or some or all of its affiliates and subsidiaries, including the Vendor, unless such plan, arrangement, liquidation, reorganization, proposal, compromise or similar arrangement pursuant to or relating to any Insolvency Proceeding (a “Plan”) (a) pays off, in immediately available funds, all Senior Debt Obligations or (b) is accepted by the Senior Debt Creditors voting thereon or (c) is supported by the Senior Debt Representative for the Senior Debt Creditors and the Senior Debt Representative for the Senior Debt Creditors so advises the Purchaser in writing (a “Senior Supported Plan”). In the event that the Plan is supported by the Senior Debt Representative and the Senior Debt Representative has so advised the Purchaser in writing, the Purchaser shall vote in favor of such Senior Supported Plan so long as (i) in the event a Royal Gold Trigger Event has not occurred, the Plan provides that the rights of the Purchaser and the obligations of the Vendor under the Royal Gold Purchase Agreement and the Royal Gold Security Documents (whether such obligations are to be performed by the Vendor or a designee or other successor of the Vendor reasonably acceptable to Purchaser) are preserved in all material respects or (ii) in the event a Royal Gold Trigger Event has occurred, the Plan provides for the Purchaser receiving (A) all Royal Gold Priority Collateral (which, for greater certainty, the Purchaser has not already received) calculated and determined as at the date the Plan becomes effective in accordance with its terms or the equivalent value thereof in cash, and (B) without duplication, cash equal to the value of the Royal Gold Liens on all Collateral on the date set in the Insolvency Proceedings as the date for proving and valuing claims generally.. 2.6

Separate Grants of Security. Each Secured Party Pari Passu Creditor, each Super Senior Creditor and each Second Lien Creditor acknowledges and agrees that the grants of Liens Security to each of them pursuant to the Senior Debt Security Documents and the Royal Gold Security Documents constitute two separate and distinct grants of LiensSecurity and because of, among other things, their differing rights in the Transaction Security, the Second Lien Liabilities, on the one hand, are fundamentally different from the Pari Passu AMERICAS 120207225 Liabilities and Super Senior Liabilities on the other hand, and must be separately classified in any plan of reorganization proposed or adopted in a bankruptcy or insolvency proceeding. If To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Pari Passu Creditors, the Super Senior Debt Secured Parties Creditors and the Purchaser Second Lien Creditors in respect of the Collateral Transaction Security constitute claims in the same classonly one secured claim (rather than separate classes of senior and junior secured claims), then each of the Senior Debt Secured Parties parties hereto hereby acknowledges and the Purchaser hereby acknowledge and agree agrees that all distributions shall be made as if there were separate classes of Senior Debt Obligation claims senior and Royal Gold Obligation xxxxxx secured claims against the Vendor Debtors in respect of the Transaction Security (with the effect being that, to the extent that the aggregate value of the Senior Debt Priority Collateral or Royal Gold Priority Collateral Transaction Security is sufficient (for this purpose ignoring all claims held by the other Secured PartiesSecond Lien Creditors), the Pari Passu Creditors and the Super Senior Debt Secured Parties or the Purchaser, respectively, Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest that are available from each pool of Priority Collateral for each of petition interest (including any additional interest payable pursuant to the Pari Passu Debt Documents and/or the Super Senior Debt Secured Parties and the PurchaserDocuments, respectivelyarising from or related to a default, which is disallowed as a claim in any US Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the other Secured PartiesSecond Lien Creditors with respect to the Transaction Security, with the other Secured Parties each Second Lien Creditor, hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts Common Security Agent, on behalf of each Pari Passu Creditor and Super Senior Creditor, Transaction Security or proceeds thereof otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Creditors). The Purchaser further agrees As among the Senior Secured Term Facilities Lenders, Senior Secured Export Credit Agency Facilities Lender and Senior Secured Revolving Facilities Lenders, if it is held that it the Senior Secured Revolving Facilities Liabilities, Senior Secured Export Credit Agency Facilities Liabilities and the Senior Secured Term Facilities Obligations constitute only one secured claim (rather than separate classes of secured claims) in any US Insolvency or Liquidation Proceeding, then (i) the Senior Secured Term Facilities Lenders agree that they will not propose, support or vote in favor of any plan of reorganization or similar arrangement dispositive restructuring plan (and shall be deemed to have voted to reject any other than a plan of reorganization or similar arrangement) dispositive restructuring plan that involves provides for the Issuer and/or some or all payment in full in cash of its affiliates and subsidiaries, including the Vendor, unless such plan, arrangement, liquidation, reorganization, proposal, compromise or similar arrangement pursuant to or relating to any Insolvency Proceeding (a “Plan”) (a) pays off, in immediately available funds, all Senior Debt Obligations or (b) is accepted by the Senior Debt Creditors voting thereon or (c) is supported by the Senior Debt Representative for the Senior Debt Creditors Secured Revolving Facilities Liabilities and the Senior Debt Representative for Secured Export Credit Agency Facilities Liabilities on the effective date thereof) in connection with any US Insolvency or Liquidation Proceeding (A) unless more than two-thirds in amount of allowed claims held by each of the Senior Debt Creditors so advises the Purchaser in writing (a “Senior Supported Plan”). In the event that the Plan is supported by Secured Revolving Facilities Lenders and, solely during an Export Credit Agency Facilities Enforcement Period, the Senior Debt Representative Secured Export Credit Agency Facilities Lender agree to vote for any such plan and (B) that is not in compliance with the terms and conditions of this Agreement; (ii) the Senior Debt Representative has so advised the Purchaser in writingSecured Revolving Facilities Lenders agree that they will not propose, the Purchaser shall support or vote in favor of such Senior Supported Plan so long as any plan of reorganization or similar dispositive restructuring plan (i) in the event other than a Royal Gold Trigger Event has not occurred, the Plan provides plan of reorganization or similar dispositive restructuring plan that the rights of the Purchaser and the obligations of the Vendor under the Royal Gold Purchase Agreement and the Royal Gold Security Documents (whether such obligations are to be performed by the Vendor or a designee or other successor of the Vendor reasonably acceptable to Purchaser) are preserved in all material respects or (ii) in the event a Royal Gold Trigger Event has occurred, the Plan provides for the Purchaser receiving payment in full in cash of the Senior Secured Term Facilities Obligations and the Senior Secured Export Credit Agency Facilities Liabilities on the effective date thereof) in connection with a proceeding under any US Insolvency or Liquidation Proceeding (A) all Royal Gold Priority Collateral (whichunless more than two-thirds in amount of allowed claims held by the Senior Secured Term Facilities Lenders and, for greater certaintysolely during an Export Credit Agency Facilities Enforcement Period, the Purchaser has not already received) calculated and determined as at the date the Plan becomes effective in accordance with its terms or the equivalent value thereof in cash, Senior Secured Export Credit Agency Facilities Lender agree to vote for any such plan and (B) without duplicationthat is not in compliance with the terms and conditions of this Agreement; and (iii) the Senior Secured Export Credit Agency Facilities Xxxxxx agrees that they will not propose, AMERICAS 120207225 support or vote in favor of any plan of reorganization or similar dispositive restructuring plan (other than a plan of reorganization or similar dispositive restructuring plan that provides for the payment in full in cash equal to the value of the Royal Gold Liens on all Collateral Senior Secured Term Facilities Obligations and the Senior Secured Revolving Facilities Liabilities on the effective date set thereof) in connection with a proceeding under any US Insolvency or Liquidation Proceeding (A) unless more than two-thirds in amount of allowed claims held by each of the Insolvency Proceedings as Senior Secured Term Facilities Lenders and the date Senior Secured Revolving Facilities Lenders agree to vote for proving any such plan and valuing claims generally(B) that is not in compliance with the terms and conditions of this Agreement.