Common use of Note Guaranty Clause in Contracts

Note Guaranty. (a) The Parties acknowledge that on or about the date hereof, Nevada JV has provided a guaranty and assumed the due and punctual performance and observance of all of the covenants and conditions of Newmont Member under the Note Indenture pursuant to a first supplemental indenture dated as of the date hereof (the “Note Guaranty”) among Newmont, Newmont Member, Nevada JV and the trustee under the Note Indenture. Upon the payment by Nevada JV of any amount pursuant to the Note Guaranty, the Proportionate Interest of the Newmont Member will be diluted by the Note Guaranty Dilution Amount, in the manner set out herein. An illustration of such recalculation is set out in Part IV of Schedule G. (b) If demand for payment is made to Nevada JV pursuant to the Note Guaranty, the Operator shall, in its sole discretion, determine (i) whether Nevada JV is required to make any payment pursuant to the Note Guaranty, and (ii) whether any such payment shall be funded by (A) additional Member Contributions from Barrick Member for that purpose, (B) other Cash Available to Nevada JV, or (C) any combination of the foregoing. For clarity, in the case of the foregoing clause (A), any such Member Contributions shall be funded solely by Barrick Member, and not Newmont Member.