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Amended And Restated Funding Agreement

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Sectors: Financial Services
Governing Law: United States
Effective Date: February 22, 2006
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Republic of Burkina Faso $35,000,000 Dated as of February 22, 2006

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND REFERENCES 2 Section 1.1 Defined Terms 2 Section 1.2 Exhibits and Schedules; Additional Definitions 11 Section 1.3 Amendment of Defined Instruments 11 Section 1.4 References and Titles 12 Section 1.5 Joint Preparation; Construction of Indemnities and Releases 12 Section 1.6 Currency 12 ARTICLE II THE FUNDING 12 Section 2.1 Commitment to Fund 12 Section 2.2 Requests for Tranches 13 Section 2.3 Use of Funds 13 Section 2.4 Security 13 Section 2.5 Project Engineer 13 ARTICLE III CONDITIONS PRECEDENT AND SUBSEQUENT TO FUNDING 14 Section 3.1 Conditions to Disbursement of First Tranche 14 Section 3.2 Conditions to Disbursement of Second Tranche 15 Section 3.3 Additional Conditions Precedent 18 Section 3.4 Condition to Disbursement of Tranches After March, 2006 19 Section 3.5 Condition Subsequent 19 ARTICLE IV REPRESENTATIONS AND WARRANTIES 19 Section 4.1 Organization and Good Standing 19 Section 4.2 Power; Authorization 20 Section 4.3 No Conflicts or Consents 20 Section 4.4 Enforceable Obligations 20 Section 4.5 Other Obligations and Restrictions 20 Section 4.6 Financial Condition 20 Section 4.7 Capitalization of Somita 21 Section 4.8 Relationship Between Somita and its Parent Companies 21 Section 4.9 Full Disclosure 22 Section 4.10 Litigation 22 Section 4.11 Labor Disputes and Acts of God 22 Section 4.12 Subsidiaries 22 Section 4.13 Bank Accounts 22 Section 4.14 Easements, Property Interests, Permits, Utilities, Etc 22 Section 4.15 Environmental Matters 23


page Section 4.16 Project Cost and Project Completion 23 Section 4.17 Projections 23 Section 4.18 Interest in Land 23 Section 4.19 Project Documents 23 Section 4.20 No Sovereign Immunity 24 Section 4.21 Taxes and Reports 24 Section 4.22 Defaults 24 ARTICLE V AFFIRMATIVE COVENANTS 24 Section 5.1 Project Completion 24 Section 5.2 Company Operations; Maintenance of Project 25 Section 5.3 Payment and Performance 25 Section 5.4 Compliance with Agreements and Law 25 Section 5.5 Books, Financial Statements and Reports 25 Section 5.6 Access and Inspections 27 Section 5.7 Notice of Material Events 28 Section 5.8 Maintenance of Existence and Qualifications 28 Section 5.9 Payment of Trade Liabilities, Taxes, etc. 28 Section 5.10 Insurance 29 Section 5.11 Studies, Protocols and Action Plans 30 Section 5.12 Government Approvals and Notices 31 Section 5.13 Refining Contracts 31 Section 5.14 Evidence of Compliance 31 Section 5.15 HRG Fundings 31 Section 5.16 Further Assurances 32 ARTICLE VI NEGATIVE COVENANTS 32 Section 6.1 Indebtedness 32 Section 6.2 Limitation on Liens 32 Section 6.3 Project Abandonment 32 Section 6.4 Limitation on Mergers, Issuances of Securities 32 Section 6.5 Limitation on Asset Disposition 33 Section 6.6 Limitation on Dividends and Redemptions 33 Section 6.7 Limitation on Investments and New Businesses 33 Section 6.8 Transactions with Affiliates 33 Section 6.9 Contracts 34 Section 6.10 No Subsidiaries 34 Section 6.11 Satisfaction of Conditions Precedent 34 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES 34 Section 7.1 Events of Default 34 Section 7.2 Remedies 36


Page ARTICLE VIII MISCELLANEOUS 37 Section 8.1 Waivers and Amendments; Acknowledgments 37 Section 8.2 Survival of Agreements; Cumulative Nature 38 Section 8.3 Notices 38 Section 8.4 Payment of Expenses; Indemnity 39 Section 8.5 Parties in Interest; Assignments 40 Section 8.6 Confidentiality 41 Section 8.7 Governing Law 41 Section 8.8 Limitation on Interest 41 Section 8.9 Termination; Limited Survival 42 Section 8.10 Severability 42 Section 8.11 Counterparts; Facsimile Execution 42 Section 8.12 Dispute Resolution. 42 Section 8.13 Service of Process. 44 Section 8.14 English Language. 45 Section 8.15 Termination of Agreement . 45 Section 8.16 Good Faith and Fair Dealing . 45


SCHEDULES AND EXHIBITS Schedule I - Bouroum PermitSchedule II - Taparko PermitSchedule III - Completion Test and ProcessSchedule IV - Taparko Mining ConventionSchedule V - Tranche Funding ScheduleSchedule VI - Project Milestones ScheduleSchedule 4.13 - Bank Accounts Exhibit A-1 - Form of Guaranty IExhibit A-2 - Form of Guaranty IIExhibit B-1 - Form of Pledge IExhibit B-2 - Form of Pledge IIExhibit C - Form of CAT AgreementExhibit D-1 - Form of Conveyance of Production PaymentsExhibit D-2 - Form of Conveyance of Tail Royalty and Grant of Milling FeeExhibit E - Form of Funding RequestExhibit F - Form of Project Engineer CertificateExhibit G - Form of Responsible Officer CertificateExhibit H - Form of Legal Opinions to be delivered at Second FundingExhibit I - Form of Certificate Accompanying Financial StatementsExhibit J - Form of Monthly Construction ReportExhibit K - Form of Monthly Operations ReportExhibit L - Form of Contribution Agreement


AMENDED AND RESTATED FUNDING AGREEMENT This AMENDED AND RESTATED FUNDING AGREEMENT (this " Agreement" ) dated as of February 22, 2006, is by and between Socie9te9 des Mines de Taparko, also known as SOMITA, SA, a socie9te9 anonyme formed under the laws of the Republic of Burkina Faso (" Somita" ), and ROYAL GOLD, INC., a corporation formed under the laws of Delaware, USA (" Royal Gold" ). Recitals A. Somita is developing the Taparko/Bouroum gold mine project in the Republic of Burkina Faso, which will include construction of a mine, support facilities and CIL plant capable of milling and processing one million (1,000,000) tonnes of ore per year. B. Somita desires to obtain funding in the amount of US $35,000,000 to be used in connection with development of the Taparko/Bouroum gold mine project and has requested that Royal Gold provide such funding. C. Royal Gold is in the business of acquiring and managing precious metals royalty interests and providing funding to enterprises in exchange for such interests. D. HRG is the indirect owner of 90% of the issued and outstanding shares of Somita, through its subsidiary, Shareholder. The Government of the Republic of Burkina Faso is the owner of the remaining 10% of the issued and outstanding shares of Somita. E. Somita and Royal Gold entered into a Funding Agreement dated as of December 1, 2005, (the " Original Funding Agreement" ) as amended by First Amendment to Funding Agreement dated as of February 8, 2006, (the " First Amendment" ). Pursuant to the Original Funding Agreement, Royal Gold agreed to provide funding to Somita in the amount of $35,000,000 to be used in the development of the Project (defined below) in Burkina Faso. F. Prior to the date of this Agreement, Royal Gold has provided Somita the amount of $9,414,000 under the First Tranche pursuant to the terms and conditions of the Original Funding Agreement, as amended by the First Amendment. G. Due to circumstances beyond the control of Somita, the estimate of the cost to achieve Project Completion has increased. Somita intends to continue the development of the Project, and HRG has guaranteed that Somita will have sufficient funds, in addition to the funds to be provided by Royal Gold pursuant to this Agreement, to achieve Project Completion on schedule. H. In connection with the Original Funding Agreement and the initial disbursement of the First Tranche, HRG executed a guaranty of Somita' s obligation to repay the First Tranche, which was secured by a pledge of shares of stock of Intrepid Minerals Corporation and Pelangio Mines Inc. HRG has agreed to pledge those shares to Royal Gold to secure HRG' s obligation to


provide funding and to provide additional security for performance by Senet under the Construction Contract with Somita. I. Under the terms of the Original Funding Agreement, as amended by the First Amendment, it is a condition precedent to Royal Gold' s obligation to fund the Second Tranche that HRG deliver a guaranty of Somita' s obligation to complete the Project and a pledge executed by HRG and Shareholder of all of the stock of Shareholder and all of Shareholder' s shares of stock in Somita. HRG and Shareholder have agreed that such pledge will also secure the obligation of HRG described in Recital H above. J. Royal Gold is agreeable to continuing to provide up to $35,000,000 of funding to Somita on the terms and conditions set forth herein. Agreement In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS AND REFERENCES Section 1.1 Defined Terms . As used in this Agreement, each of the following terms has the meaning given to such term in this Section 1.1 or in the sections and subsections referred to below: " Affiliate" means, as to any Person, each other Person that directly or indirectly (through one or more intermediaries or otherwise) controls, is controlled by, or is under common control with, such Person. A Person shall be deemed to be " controlled by" any other Person if such other Person possesses, directly or indirectly, power to: (a) vote 5% or more of the securities or other equity interests (on a fully diluted basis) having ordinary voting power for the election of directors, the managing general partner or partners or the managing member or members; or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. " Agreement" means this Amended and Restated Funding Agreement. " Availability Period" means the period commencing on the Closing Date and ending on the earliest to occur of (i) June 30, 2007, (ii) the Completion Date (provided, however, that Somita shall have the right to request disbursement of the full amount of the Funding if the Completion Date occurs prior to June 30, 2007, and total amount of the Funding has not yet been disbursed to Somita), or (iii) the date on which Royal Gold has disbursed the total amount of the Funding to Somita.


" Average Gold Price" means, for any calendar month, the average daily P.M. price fixed for gold by the London Bullion Association as reported in the Wall Street Journal or any other agreed-upon successor publication for the applicable calendar month. " Bouroum Mining Convention" means the mining investment convention to be executed by HRG and the Minister for Energy and Mines on behalf of the Government, at a date not later than as set forth in the Project Milestones Schedule. " Bouroum Permit" means Decree No. 2005-342/PRES/PM/MCE/MFB issued by the Government on June 21, 2005, a copy of which is attached hereto as Schedule I. " Bouroum Lands" means all of the land included in the Bouroum Permit, being approximately 11.7 square kilometers, which land is more particularly described in Schedule I attached hereto. " Business Day" means any day, other than a Saturday, Sunday or a legal holiday in Colorado or Ontario or Ouagadougo or a day on which banking institutions are required or authorized to close in any of such cities. " Canadian GAAP" means those generally accepted accounting principles and practices which are set out from time to time in the Handbook of the Canadian Institute of Chartered Accountants (or any generally recognized successor) If any change in any accounting principle or practice is required by the Canadian Institute of Chartered Accountants (or any such successor) in order for such principle or practice to continue as a generally accepted accounting principle or practice, all reports and financial statements required hereunder or in connection herewith may be prepared in accordance with such change, but all calculations and determinations to be made hereunder may be made in accordance with such change only after notice of such change is given to Royal Gold. " CAT" means Caterpillar Financial Services Corporation or such other equipment financier as suggested by Somita and accepted by Royal Gold, acting reasonably. " CAT Agreement" means the CAT Agreement entered into or to be entered into between Somita and CAT, substantially in the form of Exhibit C. " Change of Control" means the occurrence of any of the following: (a) the adoption of a plan relating to the merger, consolidation, liquidation or dissolution of Somita, or (b) HRG shall cease to own, directly or indirectly, at least 51%, in the aggregate, of the stock or voting interests of Somita. " Closing Date" means December 1, 2005. " Completion Date" means the date on which Project Completion occurs. " Completion Test" means the requirements described on Schedule III.


" Construction Contract" means the Taparko/Bouroum Project Contract Agreement, dated as of February 3, 2006, between Senet and Somita. " Contribution Agreement" means the Contribution Agreement in Support of Somita Funding Agreement, dated as of the date hereof, between HRG and Royal Gold, in form and substance as set forth in Exhibit L hereto. " Conveyance of Production Payments" means the Conveyance of Production Payments, which contains the grant of PP1 and PP2 production payments, to be executed by Somita in form and substance as set forth in Exhibit D-1 hereto. " Conveyance of Tail Royalty and Grant of Milling Fee" means the Conveyance of Tail Royalty and Grant of Milling Fee, which contains the grant of the Tail Royalty and the agreement to pay the Milling Fee, to be executed by Somita in form and substance as set forth in Exhibit D-2 hereto. " Corrupt Practices Laws" means (a) the Foreign Corrupt Practices Act of 1977 (Pub.L. No. 95-213, Sections 101-104), as amended, and (b) any other law, regulation, order, decree or directive having the force of law and relating to bribery, kick-backs, or similar business practices. " Default" means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the passage of any requisite periods of time, constitute an Event of Default. " Development Plan" or " Plan" means the Bankable Feasibility Study for the Taparko/Bouroum Gold Project prepared by HRG dated May 2004, which describes, among other things, details for the completion and installation of the processing plant, equipment and related infrastructure, together with the updates to the financial projections contained therein as have been furnished to Royal Gold prior to the date hereof. " Distribution" means (a) any dividend or other distribution made by Somita on or in respect of any stock, partnership interest, membership interest, or other equity interest in Somita (including any option or warrant to buy such an equity interest) or (b) any payment made by Somita to purchase, redeem, acquire or retire any stock, partnership interest, membership interest or other equity interest in Somita (including any such option or warrant). " Dollars" or " $" means the lawful money of the United States of America. " Environmental Laws" means any and all Laws of the Government of the Republic of Burkina Faso relating to the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment including ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.


" Events of Default" has the meaning given to such term in Section 7.1. " Financial Model" means the cash flow model, which shall reflect all relevant pre and post construction and operating information from the Development Plan. " Financial Statements" means, with respect to any Person, such Person' s quarterly or annual balance sheet and statements of income, retained earnings, and sources and application of funds for such fiscal period, together with all notes thereto and with comparable figures for the corresponding period of its previous Fiscal Year, each prepared in Dollars (except those prepared in respect of HRG, which are prepared in Canadian dollars) in accordance with Canadian GAAP, provided, however, that any such quarterly balance sheets or statements of income, retained earnings or sources and application of funds will be unaudited, will be subject to normal year-end audit adjustments and, to the extent that they will not include footnotes, need not be in accordance with Canadian GAAP. " First Tranche" means the initial Tranche of the Funding in the amount of $9,414,000, which tranche has been funded by Royal Gold. " Fiscal Quarter" means a three-month period ending on March 31, June 30, September 30 or December 31 of any year. " Fiscal Year" means a twelve-month period ending on December 31 of any year. " Funding" means on any date, the aggregate of the amount of the Tranches disbursed by Royal Gold. " Funding Documents" means this Agreement, the Initial Guaranty, the Initial Pledge, Guaranty I, Pledge I, Guaranty II, Pledge II, the Contribution Agreement, the Somita Assignments and all other agreements, certificates, documents, notices, instruments and writings delivered pursuant to Sections 3.1 through 3.3 and all other writings executed by Somita, HRG, International or Shareholder and delivered in connection herewith or therewith, including, without limitation, the Original Funding Agreement, the First Amendment and the Consent of Guarantor, dated as of February 8, 2006, by HRG in favor of Royal Gold. " Funding Request" means a written request, or a telephonic request followed by a written confirmation, made by Somita which meets the requirements of Section 2.2. " Government" means the Government of the Republic of Burkina Faso, including, without limitation, the executive, legislative and judicial branches thereof, and each and every ministry, board, bureau, department and commission thereof, including, without limitation, the Ministry for Energy and Mines. " Guaranty I" means the Guarantee Agreement by HRG for the benefit of Royal Gold, which, among other things, shall provide an additional guarantee of performance by Senet under the Construction Contract, in form and substance set forth in Exhibit A-1 hereto.


" Guaranty II" means the Guaranty by HRG, in form and substance set forth in Exhibit A-2 hereto. " HRG" means High River Gold Mines Ltd., a corporation formed under the federal laws of Canada. " HRG Equity Commitment" means the contribution by HRG, or other arrangement for funding by third parties, which shall be in a total cumulative amount of at least $33,000,000, of which the net amount of $22,152,617 has been contributed by HRG as of the date of this Agreement, as detailed in the Financial Model. " ICC" has the meaning set forth in Section 8.12. " Indebtedness" of any Person means Liabilities in any of the following categories (without duplication): (a) Liabilities for borrowed money or arising out of any credit facility, including without limitation, any obligation or credit facility denominated in gold or any other commodity; (b) Liabilities constituting an obligation to pay the deferred purchase price of property or services; (c) Liabilities evidenced by a bond, debenture, note or similar instrument; (d) Liabilities which (i) would under Canadian GAAP be shown on such Person' s balance sheet as a liability, and (ii) are payable more than one year from the date of creation or incurrence thereof (other than reserves for taxes and reserves for contingent obligations); (e) Liabilities arising under conditional sales or other title retention agreements with respect to property acquired by such Person; (f) Liabilities owing under direct or indirect guaranties of Liabilities of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Liabilities of any other Person (such as obligations under working capital maintenance agreements, agreements to keep-well, or agreements to purchase Liabilities, assets, goods, securities or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection; (g) Liabilities consisting of an obligation to purchase or redeem securities or other property, if such Liabilities arise out of or in connection with the sale or issuance of the same or similar securities or property (for example, obligations of such type under repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements); (h) Liabilities with respect to letters of credit or applications or reimbursement agreements therefor; (i) Liabilities with respect to banker' s acceptances; or


(j) Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefor;provided, however, that the " Indebtedness" of any Person shall not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 120 days after the date the respective goods are delivered or the respective services are rendered, other than Liabilities contested in good faith by appropriate proceedings, if required, and for which adequate reserves are maintained on the books of such Person in accordance with Canadian GAAP. " Initial Guaranty" means the Guarantee Agreement by HRG for the benefit of Royal Gold, dated as of December 1, 2005. " Initial Pledge" means Pledge of Securities by HRG for the benefit of Royal Gold, dated as of December 1, 2005. " International" means High River Gold Mines (International) Ltd., a corporation formed under the laws of the Cayman Islands. " Investment" means any investment, made directly or indirectly, in any Person, whether by purchase or acquisition of equity interests, indebtedness or other obligations or securities or by extension of credit, loan, advance, capital contribution or otherwise and whether made in cash, by the transfer of property, or by any other means. " Law" means any statute, law (including Environmental Laws), regulation, ordinance, rule, treaty, judgment, order, decree, permit, concession, franchise, license, agreement or other governmental restriction of the Republic of Burkina Faso, the United States, or Canada or any securities exchange, province, state or political subdivision thereof or of any other foreign country or any department, province or other political subdivision thereof having jurisdiction. Any reference to a Law includes any amendment or modification to such Law, and all regulations, rulings, and other Laws promulgated under such Law. " Liabilities" means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to Canadian GAAP. " LIBOR" means the rate per annum (rounded upwards if necessary to the nearest whole one-sixteenth of one percent (1/16%)) equal to (a) the average of the offered rates as of 11:00 a.m., London time, on the date of determination appearing on the display designated as page " LIBO" on the Reuter Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks) for Dollar deposits for the relevant period of time, or (b) if fewer than two offered rates appear o the display referred to in clause (a) above, the rate determined by the Lender (which determination shall be conclusive in the absence of manifest error) to be the average of the rates


at which banks are offered Dollar deposits for the relevant period of time in the interbank Eurodollar market at about 11:00 a.m., London time. " Lien" means, with respect to any property or assets, any right or interest therein of a creditor to secure Liabilities owed to it or any other arrangement with such creditor which provides for the payment of such Liabilities out of such property or assets or which allows such creditor to have such Liabilities satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic' s or materialman' s lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise, but excluding any right of offset which arises without agreement in the ordinary course of business. " Lien" also means any filed financing statement, any registration of a pledge (such as with an issuer of uncertificated securities), or any other arrangement or action which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists. " Material Adverse Effect" means a material and adverse change in (i) the Project, (ii) the business, operations, prospects, condition (financial or otherwise), or property of Somita or (until the Completion Date) HRG, (iii) the ability of Somita or any other party to perform in a timely manner its material obligations under any of the Funding Documents, (iv) the validity or enforceability of any material provision of any Funding Document, or (v) the rights and remedies of Royal Gold under any of the Funding Documents. " Maximum Amount" means the amount of $35,000,000, or such other amount to which the parties to the Agreement may agree in writing. " Milling Fee" means the mill throughput fee identified as the " Milling Fee" in the Conveyance of Tail Royalty and Grant of Milling Fee. " Mining Law" means, collectively, the Kiti Decree No. AN VIII-0328 of 4/6/91 on land reform in Burkina Faso as amended by decree 93-252; Act No. 14-93/ADP instituting a mining investments code; Decree No. 2000-629 relating to operations conducted under mining titles; and Act No. 031-2003/AN instituting a new mining code. " Mining Rights" means all interests in the surface of any lands, the minerals in or that may be extracted from any lands, all water rights, all easements, rights-of-way, inurements and other rights and interests used by Somita or necessary or advisable to implement the Development Plan and operate the Project. " Obligations" means all Liabilities from time to time owing by Somita or any Responsible Party to Royal Gold under or pursuant to any of the Funding Documents, and " Obligation" means any part of the Obligations.


" Parties" means Royal Gold and Somita, together with any other Person that may be a party to this Agreement from time to time. " Permitted Liens" means: (a) Liens created pursuant to this Agreement or the other Funding Documents; (b) Liens imposed by statute for amounts not yet due and payable; (c) Liens imposed by the Taparko Mining Convention or governing law for taxes, assessments or charges not yet due and payable; (d) Carriers' , warehousemen' s, mechanics' , materialmen' s, repairmen' s, landlord' s, or other like Liens which do not secure Indebtedness arising in the ordinary course of business for amounts which are not more than sixty (60) days past due or the validity of which is being contested in good faith and by appropriate proceedings, if necessary, and for which adequate reserves are maintained on the books of Somita in accordance with Canadian GAAP; (e) Liens in respect of purchase money obligations, operating leases, and equipment financing, provided that such Indebtedness is permitted under Section 7.1; or (f) Liens arising under or pursuant to the CAT Agreement, provided such Liens affect only the equipment financed thereby. " Person" means an individual, corporation, general partnership, limited partnership, limited liability company, association, joint stock company, trust or trustee thereof, estate or executor thereof, Tribunal, or any other legally recognizable entity. " Pledge I" means the Pledge of Securities by HRG
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