Common use of Borrowing Base Determination Clause in Contracts

Borrowing Base Determination. (i) Not later than the Monthly Reporting Date following each Calculation Period, the Borrower or the Investment Manager, on behalf of the Borrower, shall deliver to the Administrative Agent (for distribution to the Lenders) a Daily Report executed by a Responsible Officer of the Borrower or of the Investment Manager, on behalf of the Borrower, which Daily Report may be contained in the Monthly Report; (ii) The Requisite Lenders may, at the Requisite Lenders’ sole cost and expense, make test verifications of the Unbilled Receivables in a reasonable manner that the Requisite Lenders consider advisable in consultation with the Investment Manager, and the Borrower and Investment Manager shall furnish all such commercially reasonable assistance and information as the Requisite Lenders and their advisors may require in connection therewith; provided that the Requisite Lenders shall not take any actions that could reasonably be expected to cause any disruption to the Obligors or their Affiliates and neither the Requisite Lenders nor their designees shall contact any Obligor; provided, further, that the Requisite Lenders shall not make such test verifications under this clause (ii) on more than one occasion in any fiscal quarter unless an Amortization Event has occurred and is continuing; provided, further, that after the occurrence and during the continuance of an Amortization Event, each test verification made pursuant to this clause (ii) shall be at the Borrower’s sole cost and expense. (iii) For purposes of calculating the Borrowing Base at any date of determination, (A) the U.S. Dollar Equivalent of the cumulative outstanding balance of rebates that are accrued and unpaid as of such date shall be included in such calculation and identified as such in the applicable Daily Report or Monthly Report and (B) the aggregate amount of Collections in respect of Pool Receivables received by the Originators in each of the Collection Accounts as of such date shall be accurately reported and reflected in the applicable Daily Report or Monthly Report based on the amounts actually received by such Originator during the applicable period.

Borrowing Base Determination. (a) The Borrower shall calculate the Royalty Ounces, the Projected Facility Term Revenue and the Borrowing Base in accordance with the requirements of this Agreement, using its good faith best efforts, and it shall then provide such amounts and calculations to the Lender by written notice. The Lender may request such clarifications, explanations, supporting data, documents, calculations, re-calculations or other information as it reasonably deems appropriate, all of which shall be promptly provided by the Borrower. The final determination of the Royalty Ounces, the Projected Facility Term Revenue and the Borrowing Base shall be made by the Lender, using its commercially reasonable discretion, and no calculation of the Borrowing Base, the Projected Facility Term Revenue or the Royalty Ounces shall be used, or otherwise be deemed final and effective, until approved in writing by the Lender. The Lender, using its commercially reasonable discretion, may decide to undertake its own calculation of the Borrowing Base, the Projected Facility Term Revenue and the Royalty Ounces at any time and from time to time and shall promptly notify the Borrower of the results of such calculations. The Lender’s determination of the Borrowing Base, the Projected Facility Term Revenue and the Royalty Ounces, at any time and from time to time, whether based on the Borrower’s calculations or its own calculations, shall be made by the Lender, using its commercially reasonable discretion, and shall be used for all purposes under this Agreement. (b) The Borrower shall calculate the Royalty Ounces, the Projected Facility Term Revenue and the Borrowing Base (i) Not semi-annually, with written notice of such calculations to be delivered to the Lender by not later than April 15 of each year (the Monthly Reporting Date following “April Calculation”) and by not later than October 15 of each year (the “October Calculation”, and together with the April Calculation, the “Semi-Annual Calculations”) and (ii) at any other time reasonably requested by the Lender, with written notice of such calculations to be delivered to the Lender within five (5) Business Days of such Lender request (each, a “Special Calculation”). The Lender may request a Special Calculation, or a re-calculation of any of the foregoing amounts, at any time, and from time to time, while any Loans are outstanding or prior to the Advance of any Loan. (c) Each Semi-Annual Calculation Periodshall include a separate calculation of the Royalty Ounces, the Projected Facility Term Revenue and the Borrowing Base as of the end of then-current calendar quarter and each of the subsequent two calendar quarters (for the purpose of clarification, the April Calculation shall include projected calculations for each of the 2nd, 3rd and 4th calendar quarters and the October Calculation shall include projected calculations for each of the 4th, 1st and 2nd calendar quarters). Each Special Calculation shall include a calculation of the Royalty Ounces, the Projected Facility Term Revenue and the Borrowing Base as of the date of determination as well as a calculation of the projected Royalty Ounces, Projected Facility Term Revenue and Borrowing Base as of the end of the then-current calendar quarter and the subsequent two calendar quarters. All calculations of future, projected amounts shall use commercially reasonable assumptions with respect to such projections. (d) The Lender’s determination of the Borrowing Base, whether based on actual numbers as of a date of determination or as projected as of the end of a future calendar quarter, shall remain effective for all purposes under this Agreement until a subsequent Semi-Annual Calculation or Special Calculation is completed and the Lender makes a determination of the Borrowing Base based on such calculations. (e) From time to time, the Borrower may provide the Lender with a written request to include other Royalty Interests of the Borrower as Collateral Royalties and Royalty Ounces for the purposes of determining the Borrowing Base, which request shall include appropriate data, documentation and information about such Royalty Interest and the Project and Project Properties related thereto. Upon receipt of such request from the Borrower, the Lender may request such additional data, documentation and information about such Royalty Interest, Project and Project Properties as it deems necessary or appropriate, which the Investment ManagerBorrower shall promptly provide. The Lender shall have a period of forty-five (45) days from the Lender’s receipt of such request to either accept or reject the Borrower’s request, on behalf which the Lender may do in its sole discretion reasonably exercised. The Lender shall provide the Borrower with written notice of its decision. The failure of the Lender to provide a written notice of acceptance of such additional Royalty Interests as Royalty Ounces shall be deemed a rejection of the Borrower, shall deliver to ’s request. (f) Upon the Administrative Agent (for distribution to the Lenders) a Daily Report executed by a Responsible Officer Lender’s written acceptance of the inclusion of new or additional Royalty Interests as Royalty Ounces and Collateral Royalties, the Borrower or shall re-calculate the Royalty Ounces, the Projected Facility Term Revenue and the Borrowing Base in accordance with the requirements of this Agreement. Any re-calculation of the Investment ManagerBorrowing Base including new or additional Royalty Interests shall not be effective until (i) the Lender has provided written approval of such calculation, on behalf of the Borrower, which Daily Report may be contained in the Monthly Report; (ii) The Requisite Lenders may, at the Requisite Lenders’ sole cost and expense, make test verifications of the Unbilled Receivables in a reasonable manner that the Requisite Lenders consider advisable in consultation with the Investment ManagerBorrower has granted, and the Borrower Lender has obtained, a first priority, perfected Lien over such new or additional Royalty Interests free from other Liens and Investment Manager shall furnish all such commercially reasonable assistance and information as (iii) the Requisite Lenders and their advisors may require in connection therewith; provided that the Requisite Lenders shall not take any actions that could reasonably be expected to cause any disruption to the Obligors or their Affiliates and neither the Requisite Lenders nor their designees shall contact any Obligor; provided, further, that the Requisite Lenders shall not make such test verifications under this clause (ii) on more than one occasion in any fiscal quarter unless an Amortization Event Lender has occurred and is continuing; provided, further, that after the occurrence and during the continuance of an Amortization Event, each test verification made pursuant to this clause (ii) shall be at received both a Title Opinion confirming the Borrower’s sole cost right, title and expense. (iii) For purposes interest in such new or additional Royalty Interests and a supplemental legal opinion with respect thereto confirming the inclusion of calculating the Borrowing Base at any date of determination, (A) the U.S. Dollar Equivalent such Royalty Interests as part of the cumulative outstanding balance of rebates that are accrued Collateral and unpaid as of such date shall be included in such calculation and identified as such in the applicable Daily Report or Monthly Report and (B) the aggregate amount of Collections in respect of Pool Receivables received by the Originators in each perfection of the Collection Accounts as of Lender’s security interest therein, with each such date shall opinion to be accurately reported in form and reflected in content satisfactory to the applicable Daily Report or Monthly Report based on the amounts actually received by such Originator during the applicable periodLender.

Borrowing Base Determination. (a) The Borrowers shall calculate the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base in accordance with the requirements of this Agreement, using their good faith best efforts, and the Borrowers shall then provide such amounts and calculations to the Lender by written notice. The Lender may request such clarifications, explanations, supporting data, documents, calculations, re-calculations or other information as it reasonably deems appropriate, all of which shall be promptly provided by the Borrowers. The final determination of the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base shall be made by the Lender, using its commercially reasonable discretion, and no calculation of the Borrowing Base, the Projected Facility Term Revenue or the Royalty Metals shall be used, or otherwise be deemed final and effective, until approved in writing by the Lender. The Lender, using its commercially reasonable discretion, may decide to undertake its own calculation of the Borrowing Base, the Projected Facility Term Revenue and the Royalty Metals at any time and from time to time and shall promptly notify the Borrowers of the results of such calculations. The Lender’s determination of the Borrowing Base, the Projected Facility Term Revenue and the Royalty Metals, at any time and from time to time, whether based on the Borrowers’ calculations or its own calculations, shall be made by the Lender, using its commercially reasonable discretion, and shall be used for all purposes under this Agreement. (b) The Borrowers shall calculate the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base (i) Not semi-annually, with written notice of such calculations to be delivered to the Lender by not later than April 15 of each year (the Monthly Reporting Date following “April Calculation”) and by not later than October 15 of each Calculation Periodyear (the “October Calculation”, and together with the April Calculation, the Borrower or the Investment Manager, on behalf of the Borrower, shall deliver to the Administrative Agent (for distribution to the Lenders“Semi-Annual Calculations”) a Daily Report executed by a Responsible Officer of the Borrower or of the Investment Manager, on behalf of the Borrower, which Daily Report may be contained in the Monthly Report; and (ii) at any other time reasonably requested by the Lender, with written notice of such calculations to be delivered to the Lender within five (5) Business Days of such Lender request (each, a “Special Calculation”). The Requisite Lenders mayLender may request a Special Calculation, or a re-calculation of any of the foregoing amounts, at any time, and from time to time, while any Loans are outstanding or prior to the Requisite Lenders’ sole cost and expense, make test verifications Advance of any Loan. (c) Each Semi-Annual Calculation shall include a separate calculation of the Unbilled Receivables Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base as of the end of then-current calendar quarter and each of the subsequent two calendar quarters (for the purpose of clarification, the April Calculation shall include projected calculations for each of the 2nd, 3rd and 4th calendar quarters and the October Calculation shall include projected calculations for each of the 4th, 1st and 2nd calendar quarters). Each Special Calculation shall include a calculation of the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base as of the date of determination as well as a calculation of the projected Royalty Metals, Projected Facility Term Revenue and Borrowing Base as of the end of the then-current calendar quarter and the subsequent two calendar quarters. All calculations of future, projected amounts shall use commercially reasonable assumptions with respect to such projections. (d) The Lender’s determination of the Borrowing Base, whether based on actual numbers as of a date of determination or as projected as of the end of a future calendar quarter, shall remain effective for all purposes under this Agreement until a subsequent Semi-Annual Calculation or Special Calculation is completed and the Lender makes a determination of the Borrowing Base based on such calculations. (e) From time to time, the Borrowers may provide the Lender with a written request to include other Royalty Interests of a Borrower as Collateral Royalties and Royalty Metals for the purposes of determining the Borrowing Base, which request shall include appropriate data, documentation and information about such Royalty Interest and the Project and Project Properties related thereto. Upon receipt of such request from the Borrowers, the Lender may request such additional data, documentation and information about such Royalty Interest, Project and Project Properties as it deems necessary or appropriate, which the Borrowers shall promptly provide. The Lender shall have a period of forty-five (45) days from the Lender’s receipt of such request to either accept or reject the Borrowers’ request, which the Lender may do in its sole discretion reasonably exercised. The Lender shall provide the Borrowers with written notice of its decision. The failure of the Lender to provide a reasonable manner that written notice of acceptance of such additional Royalty Interests as Royalty Metals shall be deemed a rejection of the Requisite Lenders consider advisable Borrowers’ request. (f) Upon the Lender’s written acceptance of the inclusion of new or additional Royalty Interests as Royalty Metals and Collateral Royalties, the Borrowers shall re-calculate the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base in consultation accordance with the Investment Managerrequirements of this Agreement. Any re-calculation of the Borrowing Base including new or additional Royalty Interests shall not be effective until (i) the Lender has provided written approval of such calculation, (ii) the appropriate Borrower has granted, and the Borrower Lender has obtained, a first priority, perfected Lien over such new or additional Royalty Interests free from other Liens and Investment Manager shall furnish all such commercially reasonable assistance and information as the Requisite Lenders and their advisors may require in connection therewith; provided that the Requisite Lenders shall not take any actions that could reasonably be expected to cause any disruption to the Obligors or their Affiliates and neither the Requisite Lenders nor their designees shall contact any Obligor; provided, further, that the Requisite Lenders shall not make such test verifications under this clause (ii) on more than one occasion in any fiscal quarter unless an Amortization Event has occurred and is continuing; provided, further, that after the occurrence and during the continuance of an Amortization Event, each test verification made pursuant to this clause (ii) shall be at the Borrower’s sole cost and expense. (iii) For purposes the Lender has received both a Title Opinion confirming such Borrower’s right, title and interest in such new or additional Royalty Interests and a supplemental legal opinion with respect thereto confirming the inclusion of calculating the Borrowing Base at any date of determination, (A) the U.S. Dollar Equivalent such Royalty Interests as part of the cumulative outstanding balance of rebates that are accrued Collateral and unpaid as of such date shall be included in such calculation and identified as such in the applicable Daily Report or Monthly Report and (B) the aggregate amount of Collections in respect of Pool Receivables received by the Originators in each perfection of the Collection Accounts as of Lender’s security interest therein, with each such date shall opinion to be accurately reported in form and reflected in content satisfactory to the applicable Daily Report or Monthly Report based on the amounts actually received by such Originator during the applicable periodLender.