Lithium Argentina AG

9. Default

9.1 Upon the occurrence of an Event of Default which is continuing the Lender may, in its discretion and in addition to any other rights and powers held by the Lender:

(a) declare the whole or any part of the Loan to be in default and immediately due and payable and thereupon the Loan and all other amounts owing hereunder will immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived by the Borrower;

(b) demand payment of the Loan, and all other amounts owing hereunder, from the Borrower; and

(c) exercise any rights and remedies afforded to the Lender under the Millennial Pledge, subject to any Intercreditor Agreement, or otherwise in accordance with Applicable Law.

9.2 For the purposes of this Agreement, following the date of the Initial Advance, an "Event of Default" will mean any one of the following:

(a) the Borrower fails to pay any amount payable under this Agreement when due and such non-payment continues for three (3) business days;

(b) any representation, warranty or statement made or deemed to be made by the Borrower in or in connection with this Agreement or any Security Document is or proves to have been incorrect, misleading or untrue in any material respect when made or deemed to be made and, to the extent capable of being cured, has not been cured within 10 Business Days of the Borrower being notified by the Lender of such default or breach;

(c) any default or breach by the Borrower of its obligations under this Agreement or any Security Document that has not been cured within 10 business days of the Borrower being notified by the Lender of the default or breach, provided that no cure period shall apply to any default or breach which is not capable of remedy;

(d) any default or event of default under the Senior Financing, the Minera Exar Permitted Financing, or any other debt financing of the Borrower of a principal amount in excess of US$ 10,000,000, which results in the respective lender thereunder taking steps to accelerate such financing or to enforce the security interest in connection with such financing;

(e) if the Borrower makes an assignment for the benefit of its creditors, makes a proposal to its creditors, admits its inability to pay its debts as they fall due, or if any receivership, bankruptcy, reorganization, arrangement, debtor's relief or other insolvency proceedings involving the Borrower as a debtor is commenced, whether by the Borrower or any Third Party other than the Lender or GFL Parent or an Affiliate thereof;

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(f) if Minera Exar makes an assignment for the benefit of its creditors, makes a proposal to its creditors, admits its inability to pay its debts as they fall due, or if any receivership, bankruptcy, reorganization, arrangement, debtor's relief or other insolvency proceedings involving Minera Exar as a debtor is commenced, whether by Minera Exar or any Third Party;

(g) the Millennial Pledge ceases for any reason to be valid and enforceable or any Encumbrance created by the Millennial Pledge ceases to be enforceable and of the same effect and priority purported to be created thereby, subject only to Permitted Encumbrances, and unless such lack of enforceability or priority either (i) arises solely as a result of the acts or omissions by the Lender or (ii) is otherwise remedied within 10 business days of the Borrower becoming aware of the same; and

(h) any judgment or order for the payment of money in excess of US$5,000,000 is rendered against the Borrower and remains unstayed for at least 30 days.

(i) it becomes unlawful or impossible for the Borrower to perform any of its material obligations under this Agreement or any Security Document;

(j) the Millennial Pledge or any provision of any Security Document ceases to create a valid and perfected first-priority security interest in the collateral purported to be covered thereby (other than as a result of a release expressly permitted by this Agreement), or the Borrower contests the validity or enforceability of any Security Document;

(k) any representation or warranty made or deemed made by the Borrower in this Agreement, any Security Document or any certificate or notice delivered in connection herewith proves to have been incorrect, incomplete or misleading in any material respect when made or deemed made and such breach remains uncured for a period of 10 business days after the earlier of (x) the Borrower becoming aware of such breach, or (y) written notice to the Borrower from the Lender; and

(l) the Borrower takes or omits to take any action which has the effect of circumventing, undermining or frustrating the operation or intent of this Agreement, including the Lender's rights in respect of the Loan, the Preferential Offtake Rights, Loan Payment, Millennial Pledge or the subordination arrangement.