Lithium Argentina AG

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(d) Exar Negative Pledge: a negative pledge in favour of GFL providing contractual covenants that LAR will not encumber its equity interest in Exar except (i) in connection with LAR financing for contributions in support of Exar, LAR financing and restructuring measures as contemplated in Section 2.3(a)(i) or other bona fide debt transaction undertaken by LAR to support and maintain its ownership of Exar and furtherance of the business of Exar; in all cases securing a maximum principal amount of $[Redacted - Commercially Sensitive Information], and (ii) if LAR is requested to provide security in connection with a financing of Cauchari-Olaroz Project pursuant to any royalty, streaming facility or similar agreement. Except as set out in this section 2.3(d), LAR confirms that it will not grant, create or incur any other Encumbrance over LAR's Exar equity interest in favour of any other person without the prior written consent of GFL.

(e) Term, Interest and Payments:

(i) a six-year term;

(ii) an interest rate equal to the Secured Overnight Finance Rate set by the Federal Reserve Bank of New York plus 2.5%;

(iii) accrued interest will be payable on a quarterly basis upon drawdown;

(iv) if Exar declares dividends at the end of any year, 50% of the dividends distributable to LAR shall be applied against the outstanding balance owing under the New Debt Facility, while the remaining 50% may be freely distributed to LAR; and

(v) prepayable by LAR without penalty or fee at any time.

(f) Additional Covenants: [Redacted - Commercially Sensitive Information]. The Parties will work together to secure financing for the Consolidated Project.

Restructuring

2.4 In addition to the contributions contemplated in sections 2.1 and 2.2, from and after the date hereof, the Parties shall, and shall cause their respective subsidiaries and Affiliates (in each case, to the extent applicable and/or necessary) to take such steps, and perform such acts, as may be necessary to effect the steps set forth in Schedule A (the "Restructuring").

Any costs and expenses (excluding Tax liabilities) incurred by any Party resulting from the Transaction, if mutually agreed by the Parties, shall be borne by Millennial and reimbursed to the relevant Party following the Closing.

The Parties acknowledge that the Restructuring may result in GFL, LAR or any of their Affiliates involved in such Restructuring incurring additional or otherwise avoidable Tax liabilities or exposure in connection with its asset contribution. In recognition of this, the Parties agree to engage in good faith discussions and use reasonable efforts to identify and agree upon an appropriate mechanism to equitably compensate GFL, LAR or any of their Affiliates being adversely affected due to the Restructuring for any incremental tax burden it may incur as a result of the adopted Restructuring, with such mechanism to be agreed no later than the Closing.