Exhibit 10.18.1


 


Execution Version


 


REVOLVING CREDIT FACILITY


 


Dated as of July 12, 2021


 


GATOS SILVER, INC.


as Borrower


 


CERTAIN SUBSIDIARIES
OF THE BORROWER FROM TIME TO TIME PARTY HERETO, 

as Guarantors


 


BANK OF MONTREAL, CHICAGO BRANCH


as Administrative Agent


 


BMO CAPITAL MARKETS


as Bookrunner and Mandated Lead Arranger


 


-and-


 


BANK OF MONTREAL,
CHICAGO BRANCH and certain financial institutions from time to time


as Lenders


 









     


     


    

 


TABLE OF CONTENTS


 


	Article 1 INTERPRETATION	1
	 	 
	1.1	Defined Terms	1
	1.2	Other Usages	28
	1.3	Plural and Singular	29
	1.4	Headings	29
	1.5	Currency	29
	1.6	Applicable Law	29
	1.7	Time of the Essence	29
	1.8	Non-Banking Days	29
	1.9	Consents and Approvals	30
	1.10	Amount of Credit	30
	1.11	Schedules	30
	1.12	Extension of Credit	30
	1.13	Accounting Terms – GAAP	30
	1.14	Rule of Construction	30
	1.15	Calculations, Computations, Changes in Accounting Policies	30
	1.16	Paramountcy	31
	1.17	Permitted Liens	31
	 	 	 
	Article 2 CREDIT FACILITy	31
	 	 
	2.1	Establishment of Facility	31
	2.2	Credit Restrictions	31
	2.3	Lenders’ Commitments	31
	2.4	Accordion	31
	2.5	Reduction of Credit Limit	32
	2.6	Termination of Facility	33
	 	 	 
	Article 3 GENERAL PROVISIONS RELATING TO CREDITS	33
	 	 
	3.1	Types of Credit Availments	33
	3.2	Funding of Loans	33
	3.3	Failure of Lender to Fund Loan	34
	3.4	Timing of Credit Availments	34
	3.5	Market Disruption	34
	3.6	Time and Place of Payments	35
	3.7	Remittance of Payments	36
	3.8	Evidence of Indebtedness	36
	3.9	Notice Periods	36
	3.10	Administrative Agent’s Discretion to Allocate	36
	3.11	Effect of Benchmark Transition Event	37
	 	 	 
	Article 4 DRAWDOWNS	38
	 	 
	4.1	Drawdown Notice	38
	 	 	 
	Article 5 ROLLOVERS	38
	 	 
	5.1	LIBOR Loans	38
	5.2	Rollover Notice	38
	 	 	 
	Article 6 CONVERSIONS	39
	 	 
	6.1	Converting Loan to Other Type of Loan	39
	6.2	Conversion Notice	39
	6.3	Absence of Notice	39
	6.4	Conversion by Lenders	39



 






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	Article 7 INTEREST AND FEES	39
	 	 
	7.1	Interest Rates	39
	7.2	Calculation and Payment of Interest	40
	7.3	General Interest Rules	40
	7.4	Selection of Interest Periods	40
	7.5	Applicable Margin Adjustment	41
	7.6	Fees	41
	 	 	 
	Article 8 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS	42
	 	 
	8.1	Conditions of Credit	42
	8.2	Increased Costs	42
	8.3	Failure to Fund as a Result of Change of Circumstances	43
	8.4	Indemnity Relating to Credits	44
	8.5	Indemnity for Transactional and Environmental Liability	44
	8.6	Gross-Up for Taxes	45
	 	 	 
	Article 9 REPAYMENTS AND PREPAYMENTS	47
	 	 
	9.1	Repayment of Facility	47
	9.2	Extension of Maturity Date	48
	9.3	Repayment of Credit Excess	49
	9.4	Voluntary Prepayments	49
	9.5	Prepayment Notice	49
	9.6	Mandatory Prepayment	49
	9.7	Currency of Repayment	49
	 	 	 
	Article 10 REPRESENTATIONS AND WARRANTIES	50
	 	 
	10.1	Representations and Warranties	50
	10.2	Survival of Representations and Warranties	56
	 	 	 
	Article 11 COVENANTS	57
	 	 
	11.1	Affirmative Covenants	57
	11.2	Restrictive Covenants	63
	11.3	Performance of Covenants by Administrative Agent	66
	 	 	 
	Article 12 CONDITIONS PRECEDENT TO OBTAINING CREDIT	66
	 	 
	12.1	Conditions Precedent to All Credit	66
	12.2	Conditions Precedent to Initial Extension of Credit	67
	12.3	Conditions Precedent to extensions of Credit beyond Initial Extension of Credit	69
	12.4	Conditions Subsequent to Initial Extension of Credit	69
	12.5	Waiver	69
	 	 	 
	Article 13 DEFAULT AND REMEDIES	70
	 	 
	13.1	Events of Default	70
	13.2	Remedies Cumulative	72
	13.3	Set-Off	72
	 	 	 
	Article 14 Guarantee and indemnity	73
	 	 
	14.1	Guarantee and Indemnity	73
	14.2	Continuing guarantee	73
	14.3	Reinstatement	73
	14.4	Waiver of defences	73
	14.5	Immediate recourse	74
	14.6	Appropriations	74
	14.7	Deferral of Guarantors' rights	74
	14.8	Release of Guarantors' right of contribution	75
	14.9	Additional security	75





 






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	Article 15 U.S. SPECIAL RESOLUTION REGIME	75
	 	 
	15.1	Acknowledgement of U.S. Special Resolution Regime	75
	15.2	Defined Terms	76
	 	 	 
	Article 16 THE ADMINISTRATIVE AGENT	77
	 	 
	16.1	Appointment and Authorization of Administrative Agent	77
	16.2	Interest Holders	77
	16.3	Consultation with Counsel	77
	16.4	Documents	77
	16.5	Administrative Agent as Finance Party	77
	16.6	Responsibility of Administrative Agent	78
	16.7	Action by Administrative Agent	78
	16.8	Notice of Events of Default	78
	16.9	Holding of Security	78
	16.10	Responsibility Disclaimed	79
	16.11	Indemnification	79
	16.12	Credit Decision	79
	16.13	Successor Administrative Agent	80
	16.14	Delegation by Administrative Agent	80
	16.15	Waivers and Amendments	80
	16.16	Determination by Administrative Agent Conclusive and Binding	81
	16.17	Adjustments among Lenders after Acceleration	82
	16.18	Redistribution of Payment	82
	16.19	Distribution of Notices	82
	16.20	Discharge of Security	83
	16.21	Determination of Exposures	83
	16.22	Qualified Risk Management Lenders	84
	16.23	Decision to Enforce Security	84
	16.24	Enforcement	84
	16.25	Application of Cash Proceeds of Realization	85
	16.26	Survival	85
	 	 	 
	Article 17 RESCINDABLE PAYMENTS	85
	 	 
	17.1	Rescindable Payments	85
	17.2	Exposure under Permitted Risk Management Agreements and Cash Management Agreements	86
	17.3	Recovery of Erroneous Payments	86
	 	 	 
	Article 18 MISCELLANEOUS	87
	 	 
	18.1	Notices	87
	18.2	Severability	87
	18.3	Counterparts	87
	18.4	Successors and Assigns	87
	18.5	Assignment	88
	18.6	Replacement of a Lender	89
	18.7	Entire Agreement	90
	18.8	Waiver of Jury Trial	90
	18.9	USA Patriot Act	90
	18.10	No Third-Party Beneficiaries	90
	18.11	Waiver of Immunity	91
	18.12	Further Assurances	91
	18.13	Judgment Currency	91
	18.14	Anti-Money Laundering Legislation	92
	18.15	Interest Rate Limitation	92
	18.16	Disclosure	92



 






    	 	 iii	 



     


    

 


	18.17	Acknowledgment	94
	 	 	 
	Schedule A LENDERS AND INDIVIDUAL COMMITMENTS	97
	Schedule B SECURITY DOCUMENTS	98
	Schedule C COMPLIANCE CERTIFICATE	99
	Schedule D CALCULATION WORKSHEET	100
	Schedule E FORM OF ASSIGNMENT	101
	Schedule F FORM OF DRAWDOWN NOTICE	105
	Schedule G FORM OF ROLLOVER NOTICE	106
	Schedule H FORM OF CONVERSION NOTICE	108
	Schedule I CORPORATE STRUCTURE GATOS SILVER, INC.	109
	Schedule J APPLICABLE MARGIN	110
	Schedule K QUALIFIED AFFILIATE INSTRUMENT OF ADHESION	111
	Schedule L MATERIAL AGREEMENTS	112
	Schedule M ROYALTIES	113
	Schedule N FORM OF ACCESSION AGREEMENT 	114
	Schedule O Indebtedness of the Adjusted Consolidated Borrower Group existing on the Closing Date	116
	Schedule P ENVIRONMENTAL COMPLIANCE	117
	Schedule Q CLAIMS	118
	Schedule R FORM OF REPAYMENT NOTICE	120



 






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REVOLVING CREDIT FACILITY


 


This REVOLVING CREDIT FACILITY
dated as of July 12, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
between Gatos Silver, Inc. (formerly known as Sunshine Silver Mining & Refining Corporation), a Delaware corporation (the
 “Borrower”), and each Guarantor from time to time party to this Agreement, BMO Capital Markets, as Bookrunner and Mandated
Lead Arranger, Bank of Montreal, Chicago Branch in its capacity as administrative agent and collateral agent as Administrative Agent,
and Bank of Montreal, Chicago Branch and certain financial institutions from time to time as Lender(s).


 


NOW THEREFORE
THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained and for other good
and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties to this Agreement covenant and
agree as follows:


 


Article 1

INTERPRETATION


 


		1.1	Defined Terms



 


The following defined terms shall for all purposes
of this Agreement, or any amendment, substitution, supplement, replacement, restatement or addition to this Agreement, have the following
respective meanings unless the context otherwise specifies or requires or unless otherwise defined herein:


 


“$” denotes U.S. Dollars.


 


“Accordion” shall have the
meaning ascribed thereto in Section 2.4(a).


 


“Accordion Request” shall have
the meaning ascribed thereto in Section 2.4(a).


 


“Acquisition” means:


 


		(a)	if the acquisition is a share purchase of a Person, the Borrower shall Control such Person following the
completion of such acquisition (but not before); or



 


		(b)	if the acquisition is an asset purchase, all or substantially all of the assets of the vendor (or of a
division or unit of the vendor) are being acquired.



 


“Adjusted Consolidated Basis of Borrower”
means, with respect to any applicable financial statement or measurement, the treatment of such financial information or measurement for
Borrower, the Adjusted Consolidated Borrower Group together with their consolidated Subsidiaries as a single unit, after elimination of
all intercompany transactions, in each case, determined in accordance with GAAP.


 


“Adjusted Consolidated Basis of LGJV”
means, with respect to any applicable financial statement or measurement, the treatment of such financial information or measurement for
LGJV, the product of (x) Borrower’s LGJV Percentage and (y) LGJV together with its consolidated Subsidiaries as a single
unit, after elimination of all intercompany transactions, in each case, determined in accordance with GAAP.


 


“Adjusted Consolidated Borrower Group”
means all of the Obligors, Specified Entities and LGJV on the Adjusted Consolidated Basis of LGJV as a single unit.


 


“Administrative Agent” means
Bank of Montreal, Chicago Branch in its capacity as administrative agent and collateral agent of the Finance Parties, and any successor
thereto pursuant to Section 16.1.


 






    	 	 	 



     


    

 


“Affiliate” means an affiliated
body corporate and, for the purposes of this Agreement:


 


		(a)	one body corporate is affiliated with another body corporate if one such body corporate is the Subsidiary
of the other or both are Subsidiaries of the same body corporate or each of them is Controlled by the same Person; and



 


		(b)	if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed
to be affiliated with each other; for greater certainty for the purposes of this definition, “body corporate” shall include
a chartered bank.



 


“Anti-Corruption
Laws” means any laws, rules or regulations relating to corruption or bribery, including, the implementing legislation
for the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997,
the Inter-American Convention Against Corruption of the OAS adopted on March 29, 1996, and including, but not limited to, the U.S.
Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), the Corruption of Foreign Public Officials Act (Canada), and the
United Kingdom Bribery Act 2010.


 


“Anti-Money
Laundering and Terrorism Legislation” means any federal, state, international, foreign or other laws, regulations or
government guidance regarding money laundering or terrorist financing, including, without limitation, the USA Patriot Act, the Money Laundering
Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the Currency and Foreign Transactions Reporting Act of 1970, the 3rd EU Money
Laundering Directive, Part II.1 of the Criminal Code, R.S.C. 1985, c.C-46, the Proceeds of Crime (Money Laundering) and Terrorist
Financing Act, S.C. 2000, c.17 and regulations promulgated pursuant to the Special Measures Act, S.C. 1992, c.17 and the United Nations
Act, R.S.C. 1985, c. U-2, and international anti-money laundering principals or procedures by an intergovernmental group or organization,
such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United
States representative to the group or organization continues to concur, all as amended, and any executive order, directive, or regulation
pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder.


 


“Applicable Law” means:


 


		(a)	any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule,
regulation, restriction or by- law (zoning or otherwise);



 


		(b)	any judgement, order, writ, injunction, decision, ruling, decree or award;



 


		(c)	any regulatory policy, practice, request, guideline or directive; or



 


		(d)	any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other
approval of any Official Body, in each case, having the force of law, and which are binding on or affecting the Person referred to in
the context in which the term is used or binding on or affecting the property of such Person.



 


“Applicable Margin” means,
for a particular Fiscal Quarter, the rate per annum used to determine the interest rate on various types of Loans by reference
to the range in which the Leverage Ratio for the relevant period falls as set forth in Schedule J, provided that:


 


		(a)	the Applicable Margin from the date of this Agreement, and changes in the Applicable Margin shall be effective
as set forth in Section 7.5; and



 


		(b)	changes in the Applicable Margin shall apply, as at the effective dates of such changes, to Loans outstanding
on such dates, but only for those portions of applicable Interest Periods falling within those times during which the changes in the Applicable
Margin are effective, as provided above.



 


“Assets” of a Person means
all present and future property, rights and assets, real and personal, movable and immovable, tangible and intangible, of such Person
of whatever nature and wheresoever situate.


 








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“Available Credit” means, at
any particular time with respect to the Facility, the amount, if any, by which the Credit Limit at such time exceeds the amount of credit
outstanding under the Facility at such time.


 


“Available Tenor” means, as
of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period
for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest
Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is
then-removed from the definition of “Interest Period” pursuant to paragraph (e) of Section 3.11.


 


“Availability Period” means,
in relation to the Facility, the period from and including the Closing Date to and including the Maturity Date.


 


“Banking Day” means:


 


		(a)	any day, other than Saturday and Sunday, on which banks generally are open for business in Toronto, Ontario
and New York, New York; and



 


		(b)	when used in respect of LIBOR Loans, means any such day which is also a day on which banks generally are
open for business in London, England and on which transactions can be carried on in the London interbank market.



 


“Base Rate Loan” means monies
lent by the Lenders to the Borrower under this Agreement and upon which interest accrues at a rate referable to the U.S. Base Rate.


 


“Benchmark” means, initially,
the LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date have occurred with respect to the LIBOR or the then-current Benchmark, then “Benchmark” means the
applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to paragraph
(a) or (b) of Section 3.11.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


		(a)	the sum of: (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment;



 


		(b)	the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment;



 


		(c)	the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and
the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current
Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment;



 


provided that, in the case of paragraph (a), such
Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected
by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in this Agreement
or in any other Credit Document, upon the occurrence of a Term SOFR Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark
Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the
related Benchmark Replacement Adjustment, as set forth in paragraph (a) of this definition (subject to the first proviso above).


 






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If the Benchmark Replacement as determined pursuant
to paragraph (a), (b) or (c) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for
the purposes of this Agreement and the other Credit Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(a)	for purposes of paragraph (a) and (b) of the definition of “Benchmark Replacement,”
the first alternative set forth in the order below that can be determined by the Administrative Agent:



 


		(i)	the spread adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has
been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for the applicable Corresponding Tenor;



 


		(ii)	the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such
Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing
the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor;
and



 


		(b)	for purposes of paragraph (c) of the definition of “Benchmark Replacement,” the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that
has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any
selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
U.S. dollar denominated syndicated credit facilities;



 


provided that, in the case of paragraph (a) above,
such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to
time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark Replacement Conforming Changes”
means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition
of “U.S. Base Rate”, the definition of “Business Day”, the definition of “Interest Period”, the timing
and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation
notices, the length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Administrative Agent reasonably determines, in consultation with the Borrower, may be appropriate to reflect the adoption
and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Credit Documents).


 






    	 	4	 



     


    

 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(a)	in the case of paragraph (a) or (b) of the definition of “Benchmark Transition Event,”
the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which
the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to
provide all Available Tenors of such Benchmark (or such component thereof);



 


		(b)	in the case of paragraph (c) of the definition of “Benchmark Transition Event,” the date
of the public statement or publication of information referenced therein;



 


		(c)	in the case of a Term SOFR Event, the date that is thirty (30) days after the date a Term SOFR Notice
is provided to the Lenders and the Borrower pursuant to Section 3.11(b); or



 


		(d)	in the case of an Early Opt-in Election, the 6th Business Day after the date notice of such Early Opt-in
Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York time) on the 5th
Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early
Opt-in Election from Lenders comprising the Majority Lenders.



 


For the avoidance of doubt, (i) if the event
giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of paragraph (a) or (b) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(a)	a public statement or publication of information by or on behalf of the administrator of such Benchmark
(or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof);



 


		(b)	a public statement or publication of information by the regulatory supervisor for the administrator of
such Benchmark (or the published component used in the calculation thereof), the FRB, the NYFRB, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide
all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof) or



 


		(c)	a public statement or publication of information by the regulatory supervisor for the administrator of
such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or
such component thereof) are no longer representative.



 






    	 	5	 



     


    

 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to paragraph (a) or (b) of the definition of “Benchmark Replacement Date” has occurred if, at such time, no Benchmark
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 3.11
and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under
any Finance Document in accordance with Section 3.11.


 


“Borrower’s LGJV Percentage”
means the percentage of the outstanding economic interests of LGJV attributable to Borrower pursuant to the LGJV Agreement which, as of
the date of this Agreement, is equal to 70.0%.


 


“Capital Lease”, as applied
to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with generally
accepted accounting principles, is, or is required to be, accounted for as a lease obligation on the balance sheet of that Person.


 


“Capital Reorganization” means
any change in the issued and outstanding Shares of an Obligor or Specified Entity (other than with respect to a Permitted Corporate Reorganization).


 


“Cash” means cash and Cash
Equivalents of the Borrower determined on the Adjusted Consolidated Basis of Borrower.


 


“Cash Equivalents” means:


 


		(a)	securities issued or directly and fully guaranteed or insured by the United States (or any state thereof)
governments or any agency or instrumentality thereof with maturities of 12 months or less from the date of acquisition;



 


		(b)	certificates of deposit or time deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank incorporated
in the United States having capital and surplus in excess of $500,000,000;



 


		(c)	repurchase obligations for underlying securities of the types described in paragraphs (a) and (b) entered
into with any financial institution meeting the qualifications specified in paragraph (b) above;



 


		(d)	commercial paper or other debt securities rated A1 or the equivalent thereof by Moody’s or S&P
and in each case maturing within one year after the date of acquisition;



 


		(e)	investment funds investing at least 95% of their assets in securities of the types described in paragraphs
(a) to (d) above; and



 


		(f)	readily marketable direct obligations issued by any state of the United States or any political subdivision
thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or
less from the date of acquisition.



 






    	 	6	 



     


    

 



 


“Cash Management Agreements”
means any cash management agreement (including any mirror netting agreement) which an Obligor enters into in the ordinary course of business
with a Lender.


 


“Cash Proceeds of Realization”
means the aggregate of:


 


	(a)	all Proceeds of Realization in the form of cash; and



 


	(b)	all cash proceeds of the sale or disposition of non-cash Proceeds of Realization,



 


in each case expressed in U.S. Dollars.


 


“Change in Law” means the occurrence,
after the date of this Agreement, of any of the following:


 


	(a)	the adoption or taking effect of any Applicable Law;



 


	(b)	any change in any Applicable Law or in the administration, interpretation or application thereof by any
Official Body; or



 


	(c)	the making or issuance of any Applicable Law by any Official Body.



 


For certainty, the Dodd-Frank Wall Street Reform
and Consumer Protection Act as well as Basel III and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities shall be deemed to be a “Change in Law”, regardless of the
date enacted, adopted, promulgated or issued.


 


“Change of Control” means and
shall be deemed to have occurred if any Person or group of Persons shall at any time have acquired:


 


	(a)	direct or indirect beneficial ownership of Voting Shares of the Borrower having attributed to it the majority
of the outstanding votes attached to all of the issued and outstanding Voting Shares of the Borrower; or



 


	(b)	the right or the ability by voting power, contract or otherwise to elect or designate for election a majority
of the directors of the Borrower.



 


“Closing Date” means the date
on which all conditions specified in Article 12 have been satisfied or waived by all of the Lenders.


 


“Code”
means the US Internal Revenue Code of 1986, as amended.


 


“Control” when used with respect
to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership
of voting equity, by contract or otherwise and “Controlled” shall have a similar meaning.


 


“Conversion Notice” shall have
the meaning ascribed thereto in Section 6.2.


 


“Corporate Reorganization”
means any change in the legal existence of any Obligor or any Specified Entity (other than a Capital Reorganization) including by way
of amalgamation, merger, division, plan of division, winding up, dissolution, continuance or plan of arrangement.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 



    7


     


    

 


“Credit Documents” means this
Agreement, any Fee Letter, the Security Documents and all instruments and agreements executed and delivered by the Obligors in favour
of the Finance Parties from time to time in connection with this Agreement or any other Credit Document, but specifically excluding the
Secured Risk Management Agreements and the Cash Management Agreements.


 


“Credit Excess” means, as at
a particular date and with respect to the Facility, the amount, if any, by which the aggregate amount of credit outstanding under the
Facility as at the close of business on such date exceeds the Total Commitment Amount in respect of the Facility as at the close of business
on such date.


 


“Credit Limit” means, at any
particular time, $50,000,000, as such amount may be increased pursuant to Section 2.4 or reduced pursuant to Section 2.5.


 


“Daily Simple SOFR” means,
for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in
accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple
SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Default” means any event which
is or which, with the passage of time, the giving of notice or both, would be an Event of Default.


 


“Defaulting Lender” means any
Lender that:


 


	(a)	has failed to fund any portion of any extension of credit required to be funded by it under this Agreement
within three Banking Days of the date required to be funded by it under this Agreement;



 


	(b)	has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required
to be paid by it under this Agreement within three Banking Days of the date when due, unless the subject of a good faith dispute or unless
such failure has been cured;



 


	(c)	has been determined to be insolvent or is unable to meet its obligations or admits in writing it is unable
to pay its debts as they generally become due;



 


	(d)	is the subject of a bankruptcy or insolvency proceeding; or



 


	(e)	is subject to or is seeking the appointment of an administrator, regulator, conservator, liquidator, receiver,
trustee, custodian or other similar official over any portion of its assets or business, with respect to (c) and (d).



 


“Derivative Exposure” in relation
to any Person (the “relevant party”) and any counterparty of the relevant party at any time means the amount which
would be payable by the relevant party to that counterparty, or by that counterparty to the relevant party, as the case may be, pursuant
to all Risk Management Agreements entered into between them and in effect at that time if the transactions governed thereby were to be
terminated as the result of the early termination thereof. If the Derivative Exposure would be payable by the relevant party to the counterparty
of the relevant party at the relevant time of determination, it is referred to herein as “Out-of-the-Money Derivative Exposure”.


 


“Disclosure Certificate” means,
in respect of each Obligor and each Specified Entity, a certificate of a senior officer of such Obligor or Specified Entity (as applicable),
addressed to the Administrative Agent, in form satisfactory to the Majority Lenders, acting reasonably and pursuant to which certain factual
matters relating to such Obligor or Specified Entity (as applicable), the Secured Assets of such Obligor, and the Mining Licenses, are
certified true and correct, together with all schedules and exhibits attached thereto or referred to therein, as the same may be updated
from time to time pursuant to Section 11.1(b).


 






    8


     


    

 


“Disposition” shall mean any
sale, Sale Leaseback, assignment, transfer, conveyance, lease, license or other disposition of any nature or kind whatsoever of any property
or of any right, title or interest in or to any property, and the verb “Dispose” shall have a correlative meaning.


 


“Distribution” means:


 


	(a)	the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect
of any Shares in the capital of any Obligor, other than a dividend declared, paid or set aside for payment by such Obligor which is payable
in Shares of such Obligor;



 


	(b)	the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any Shares
in the capital of any Obligor or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised
for Shares in the capital of any Obligor, other than the Borrower, including, without limitation, options, warrants, conversion or exchange
privileges and similar rights; and



 


	(c)	the payment of interest or the repayment of principal with respect to any consolidated Indebtedness of
any Obligor which is subordinated to the Indebtedness of such Obligor under the Credit Documents.



 


“Dowa” means Dowa Metals & Mining Co., Ltd.


 


“Dowa Term Loan” means the
term loan advanced by Dowa, as lender, to the Specified Entities, as borrowers, pursuant to the terms of a loan agreement dated as of
July 11, 2017, as amended from time to time.


 


“Drawdown Notice” shall have the meaning ascribed
thereto in Section 4.1.


 


“Early Opt-in Election” means,
if the then-current Benchmark is LIBOR, the occurrence of:


 


	(a)	a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent
to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities
at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other
rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available
for review), and



 


	(b)	the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR and the
provision by the Administrative Agent of written notice of such election to the Lenders.



 


“EBITDA” means, for any particular
Fiscal Quarter and, in each case below, on the Adjusted Consolidated Basis of Borrower, Net Income for such Fiscal Quarter plus or minus
to the extent deducted or included in the determination of Net Income:


 


	(a)	plus Interest Expenses for such Fiscal Quarter;



 


	(b)	minus Interest Income for such Fiscal Quarter;



 


	(c)	plus income tax expenses for such Fiscal Quarter;



 


	(d)	plus depreciation, amortization and depletion expenses and other non-cash expenses of such Person (which
shall include, for certainty, such Person’s non-cash stock options and non-cash share based payment expenses) for such Fiscal Quarter;



 






    9


     


    

 


	(e)	plus unrealized losses incurred in connection with any Risk Management Agreements of such Person and unrealized
foreign exchange losses during such Fiscal Quarter;



 


	(f)	plus extraordinary, unusual and non-recurring charges, expenses or losses, including, without limitation,
reasonable integration, restructuring and one-time business optimization expenses;



 


	(g)	plus any unrealized losses and minus any unrealized gains on marketable securities;



 


	(h)	plus any deferred tax expense and minus any deferred tax recovery;



 


	(i)	plus non-recurring transaction costs and expenses (including, without limitation, reasonable professional
fees) relating to amendments or amendments and restatements of this Agreement from time to time;



 


	(j)	plus accretion on the reclamation provision; and



 


	(k)	minus unrealized gains incurred in connection with any Risk Management Agreements of such Person and unrealized
foreign exchange gains during such Fiscal Quarter.



 


The calculation of EBITDA shall be adjusted, without
duplication, for non-cash revenues and expenses of such on the Adjusted Consolidated Basis of Borrower including, without limitation,
deferred revenue and the difference between accrued and cash reclamation costs. For greater certainty, EBITDA shall not be adjusted for
any change in any non-cash operating working capital. The determination of EBITDA for all purposes under this Agreement shall be determined
exclusive of any extraordinary, unusual or non-recurring gains or losses (including, for certainty and without limitation, any gains or
losses from the sale of any mining property or any part hereof or any insurance proceeds).


 


“Employee
Benefit Plan” means any employee benefit plan, pension plan, program, policy or arrangement sponsored, maintained or
contributed to by an Obligor or with respect to which such Obligor has any liability or obligation.


 


“Enforcement Date” means:


 


	(a)	at all times prior to the Facility Termination Date, the date on which the Administrative Agent notifies
the Borrower, pursuant to and as then authorized by Section 13.1, that all Indebtedness of the Borrower to the Lenders under this
Agreement has become immediately due and payable or on which such Indebtedness automatically becomes due and payable pursuant to Section 13.1,
whichever occurs first; or



 


	(b)	on and at all times after the Facility Termination Date, the date on which a Qualified Risk Management
Lender notifies an Obligor that all Indebtedness of such Obligor to such Qualified Risk Management Lender under the relevant Secured Risk
Management Agreement has become immediately due and payable or on which such Indebtedness automatically becomes due and payable, whichever
occurs first.



 


“Environment” means soil, land
surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins and wetlands),
groundwaters, drinking water supply, stream sediments, ambient air (including indoor air, and air above or below ground), plant and animal
life including humans and other living organisms, and any other environmental medium or natural resource.


 


“Environmental Laws” means
any Applicable Law which relates to:


 


	(a)	the pollution or protection of the Environment, natural resources, or human health and safety; and



 






    10


     


    

 


	(b)	the handling, storage, use, release or spillage of any Hazardous Materials capable of causing harm to
the Environment or social impacts; and;



 


	(c)	the environmental and social impacts of, or the rehabilitation, reclamation and closure of lands used
in connection with the Project.



 


“Event of Default” means any
one of the events set forth in Section 13.1.


 


“Excluded Swap Obligation”
means, with respect to any Obligor in its capacity as a guarantor of the Secured Obligations of the other Obligors under or in respect
of any Guarantee, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Obligor of, or the grant by
such Obligor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity
Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute (“Commodity Exchange Act”)
or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof)
by virtue of such Obligor’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Obligor or the grant of such security interest
becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap,
such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security
interest is or becomes illegal.


 


“Excluded Taxes” means, with
respect to any Finance Party or any other recipient of any payment to be made by or on account of any obligation of the Borrower under
any Finance Document:


 


	(a)	taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income
taxes), (i) by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Finance Party, in which its applicable lending office is located, or (ii) as
a result of a present or former connection between the recipient and the jurisdiction of the taxing authority, imposing such tax (other
than such connection arising solely from the recipient having executed, delivered or performed its obligations or received a payment under,
or enforced, any Finance Document, or sold or assigned an interest in any Finance Document);



 


	(b)	any capital taxes and branch profits taxes or any similar tax imposed by any jurisdiction described in
(a) above;



 


	(c)	any U.S. federal withholding taxes imposed under FATCA; and



 


	(d)	taxes attributable to the recipient’s or Finance Party’s failure to comply with Section 8.6(g).



 


“Exposure” means, with respect
to a particular Finance Party at a particular time and without duplication, the amount of the Secured Obligations owing to such Finance
Party at such time, determined by such Finance Party in good faith in accordance with Section 16.21.


 


“Facility” means the revolving
credit facility established pursuant to this Agreement.


 


“Facility Termination Date”
means the date on which all Secured Obligations of the Borrower under or in connection with the Facility have been permanently paid in
full and the Lenders have no commitment to provide credit to the Borrower under or in connection with the Facility.


 


“FATCA” shall mean:


 


	(a)	sections 1471 through 1474 of the Code;



 






    11


     


    

 


	(b)	any regulations promulgated thereunder, official interpretations thereof, any agreements entered into
pursuant to section 1471(b)(1) of the Code; and



 


	(c)	any intergovernmental agreements (or related legislation or official administrative rules or practices)
implementing the foregoing,



 


in each case, in existence as of the date of this
Agreement, or any amended or successor version that is substantively comparable and not materially more onerous to comply with.


 


“Federal Funds Effective Rate”
means, for any particular day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions
(as determined in such manner as the NYFRB shall set forth on the NYFRB’s Website from time to time and published on the next succeeding
Banking Day by the NYFRB as the federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than
zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Fee Letter” means the fee
letter dated on or around the date of this Agreement entered into by the Borrower and Bank of Montreal, Chicago Branch (or any of its
Affiliates) with respect to agency fees, upfront fees and arrangement fees payable by the Borrower to Bank of Montreal, Chicago Branch
(or any of its Affiliates) and any other fee letter between the Borrower and any Finance Party from time to time.


 


“Finance Documents” means,
collectively, the Credit Documents, the Secured Risk Management Agreements and the Cash Management Agreements.


 


“Finance Parties” means, collectively,
the Administrative Agent, the Lenders and, subject to Section 16.22, the Qualified Risk Management Lenders.


 


“Financial Model” means, at
any time, the most recent financial projection (in Excel format) detailing a forecast of the development, operation and maintenance of
(i) the Mine, and (ii) any other mines or mining operations that may be acquired or developed by the Obligors from time to time,
and shall encompass a detailed mine plan and schedule for ore tonnes and grade, waste movements, treatment schedule, production of saleable
product, capital, operating, and reclamation costs, together with reasonable estimates of cash flows and other costs and expenses (including
corporate costs) with respect to each of the foregoing and covering the Life of Mine period.


 


“Fiscal Quarter” means any
of the three-month periods ending on the last day of March, June, September and December in each Fiscal Year.


 


“Fiscal Year” means the twelve-month
period ending on the last day of December in each year.


 


“Floor” means the benchmark
rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal
of this Agreement or otherwise) with respect to LIBOR.


 


“Force Majeure” shall mean
an act of God, labour dispute and industrial action of any kind (including a strike, work stoppage, interruption, slowdown and other similar
action on the part of organized labour), a lockout, act of the public enemy, war (declared or undeclared), civil war, sabotage, blockade,
revolution, riot, insurrection, civil disturbance, terrorism, epidemic (including, for certainty, COVID-19 and variants thereof), cyclone,
tidal wave, landslide, lightning, earthquake, flood, storm, fire, adverse weather conditions, expropriation, nationalization, acts of
eminent domain, volcanic explosion, explosion, breakage or accident to machinery or equipment or pipe or transmission line or other facility,
embargo, inability to obtain or delay in obtaining equipment, materials or transport, or any other event whether similar to the foregoing
or not which is not within the reasonable control of the Borrower.


 


“FRB” means the Board of Governors
of the Federal Reserve System of the United States or any successor thereto.


 






    12


     


    

 


“generally
accepted accounting principles” or “GAAP” means generally accepted accounting principles in the United
States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions
of comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification,
that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.13.


 


“Guarantors” means any Person
which becomes a Material Subsidiary of the Borrower and in respect of which Section 11.1(q) has been complied with.


 


“Hazardous Materials” means
any waste or other substance that is hazardous, radioactive, toxic, a pollutant or a contaminant, or that is regulated, listed, defined,
designated, or classified, or otherwise determined to be, as such under or pursuant to any Environmental Laws, including any mixture or
solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes thereof and asbestos or asbestos-containing
materials.


 


“High Yield Debt” means publicly
issued high yield or convertible Indebtedness of the Borrower, which satisfies the following criteria:


 


	(a)	at the time the indenture or other agreement governing such Indebtedness is entered into, the stated maturity
date of such Indebtedness is no earlier than one year after the then-current Maturity Date and no principal payments may be made thereon
prior to such stated maturity date;



 


	(b)	no prepayment of interest or scheduled payments or prepayment of principal of such Indebtedness shall
be permitted;



 


	(c)	such Indebtedness is unsecured or, if secured, the security therefor is contractually subordinated to
the Security on terms and conditions satisfactory to the Majority Lenders;



 


	(d)	the covenants, events of defaults and representations of the aforesaid referenced indenture or other agreement
compared to those of this Agreement shall not be more onerous or restrictive to the Obligors or the Specified Entities, as the case may
be, in any material respect, as determined by the Board of Directors of the Borrower acting in good faith and reasonably having regard
to all fiduciary duties; and



 


	(e)	no Default or Event of Default shall have occurred and be continuing at the time of the incurrence of
such Indebtedness, or would arise as a result of the incurrence of such Indebtedness, and the financial covenants set forth in Sections
11.1(m) to 11.1(o) would be met on a pro forma basis taking into account the incurrence of such Indebtedness.



 


“Indebtedness” of any Person
means, without duplication:


 


	(a)	indebtedness of such Person for borrowed money or for the deferred purchase price of property and services,
other than trade payables incurred in the ordinary course of business and payable in accordance with customary practices;



 


	(b)	other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument;



 


	(c)	obligations of such Person under any Capital Lease;



 






    13


     


    

 


	(d)	contingent reimbursement or payment obligations of such Person in respect of any letter of credit, bank
guarantee or surety bond;



 


	(e)	the Out-of-the-Money Derivative Exposure of such Person that has been accelerated and as a result is immediately
due and payable;



 


	(f)	obligations of such Person under any stream agreement, offtake finance agreement or prepaid metal sales
financing arrangement; and



 


	(g)	the contingent obligations of such Person under any guarantee or other agreement assuring payment of any
obligations of any Person of the type described in the foregoing paragraphs (a) to (f).



 


“Indemnified Liabilities” has
the meaning ascribed to such term in Sections 8.5(a) and 8.5(b) as applicable.


 


“Indemnified Taxes” means,
Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of an Obligor under
any of the Finance Documents, as applicable.


 


“Individual Commitment” means,
with respect to a particular Lender, the principal amount set forth in Schedule A, as reduced or amended from time to time pursuant to,
as applicable, Sections 2.5, 8.3 and 18.5 as the individual commitment of such Lender, provided that, upon the termination of the Facility
pursuant to Section 2.6, the Individual Commitment of each Lender shall thereafter be equal to the Individual Commitment of such
Lender immediately prior to the termination of the Facility.


 


“Intellectual Property” shall
mean all issued patents and patent applications, industrial design registrations, trade-marks, registrations and applications therefor,
trade-names and styles, logos, copyright registrations and applications therefor, all of the foregoing owned by or licensed to any Obligor
and used in or necessary to the operation of its business.


 


“Interest Expenses” means,
for any particular period, the cash interest expense of such Person for such period related to Indebtedness, determined on the Adjusted
Consolidated Basis of Borrower. Interest Expense includes stand-by fees, letter of credit fees, net cash payments associated with contracts
related to interest rate hedging.


 


“Interest Income” means, for
any particular period, the amount which would, in accordance with generally accepted accounting principles, be classified on the consolidated
income statement of such Person for such period as interest accrued during such period, determined on the Adjusted Consolidated Basis
of Borrower.


 


“Interest Period” means, in
the case of any LIBOR Loan, the applicable one, two or three month period or such other period as otherwise requested and acceptable to
the Administrative Agent for which interest on such LIBOR Loan shall be calculated pursuant to Article 7, with reference to Schedule
J.


 


“Interest Coverage Ratio” means,
for any Fiscal Quarter, the ratio of (i) Rolling EBITDA for such Fiscal Quarter to (ii) Rolling Interest for such Fiscal Quarter.


 


“Investment” shall mean any
advance, loan, extension of credit or capital contribution to, purchase of Shares, bonds, notes, debentures or other securities of, or
any other investment made in, any Person but shall exclude any Acquisition, any acquisition of tangible personal property and any capital
or exploration expenditures.


 


“ISDA Definitions” means the
2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by
the International Swaps and Derivatives Association, Inc. or such successor thereto.


 






    14


     


    

 


“Knowledge of the Borrower”
means, at any particular time, the conscious knowledge of the senior management of the Borrower which shall include, without limitation,
the Chief Executive Officer, Chief Financial Officer and the Chief Administrative Officer.


 


“Lenders” means the individual
lending institutions set out and described in Schedule A, as amended from time to time and “Lender” means any of the
Lenders.


 


“Level” means a level set out
in the first column of the table contained in Schedule J corresponding to the range within which the Leverage Ratio as of any Fiscal Quarter
end falls.


 


“Leverage Ratio” means, for
any Fiscal Quarter, the ratio of (i) Total Indebtedness at the last day of such Fiscal Quarter to (ii) Rolling EBITDA for such
Fiscal Quarter.


 


“LGJV” means that certain the
joint venture between Borrower (f/k/a Sunshine Silver Mining & Refining Corporation) and Dowa with respect to the ownership and
operation of the Specified Entities pursuant to the LGJV Agreement.


 


“LGJV Agreement” means the
Unanimous Omnibus Partner Agreement dated January 1, 2015, between MPR, Operaciones, Servicios, Los Gatos Luxembourg S. AR. L., Sunshine
Silver Mining & Refining Corporation and Dowa, as amended by Amendment to Partner Agreement dated June 30, 2017, as supplemented
by Agreement to Make Capital Contribution dated April 10, 2017, as further amended by Amendment No. 3 to Partner Agreement dated
March 30, 2018, as supplemented by Memorandum of Understanding dated April 16, 2019, as further amended by Amendment No. 4
to Partner Agreement dated May 30, 2019, as further amended by Amendment No. 5 to Partner Agreement dated April 29, 2020,
as further amended by Amendment No. 6 to Partner Agreement dated May 25, 2020, as further amended by Amendment No. 7 to
Partner Agreement dated June 16, 2020, and as may be amended, supplemented or otherwise modified from time to time.


 


“LIBOR” means:


 


	(a)	the rate of interest per annum, calculated on the basis of a year of 360 days, determined by the
Administrative Agent for a particular Interest Period to be the rate of interest per annum as determined by reference to the London
interbank offered rate administered by ICE Benchmark Administration Limited for deposits in U.S. Dollars (as set forth by any service
which has been nominated by ICE Benchmark Administration Limited as an authorized information vendor for the purpose of displaying such
rates) at approximately 11:00 a.m. (London time) on the second Banking Day prior to the commencement of such Interest Period;



 


	(b)	if, for any reason , for any reason at any time prior to (i) a Benchmark Replacement Date or (ii) replacement
of LIBOR with a Benchmark Replacement pursuant to Section 3.11, such rate cannot be determined through such service, the rate of
interest per annum, calculated on the basis of a year of 360 days, determined by the Administrative Agent for a particular Interest
Period to be the rate of interest per annum that appears as such on the Reuters Page LIBOR01 at approximately 11:00 a.m. (New
York time) on the second Banking Day prior to the commencement of such Interest Period; or



 


	(c)	if, for any reason at any time prior to (i) a Benchmark Replacement Date or (ii) replacement
of LIBOR with a Benchmark Replacement pursuant to Section 3.11, the rate in paragraph (b) above cannot be determined through
such service or Reuters Pages, LIBOR shall mean the rate of interest per annum, calculated on the basis of a year of 360 days and
rounded upwards if necessary to the nearest whole multiple of 1/16% determined by the Administrative Agent as being the rate of interest
at which the Administrative Agent (in its capacity as a Lender) in accordance with its normal practices would be prepared to offer to
leading banks in the London Interbank Market for delivery on the first day of each relevant Interest Period for a period equal to the
relevant Interest Period based on the number of days comprised therein, deposits in U.S. Dollars of comparable amounts to the amount of
the relevant LIBOR Loan, to be outstanding during the Interest Period, at approximately 11:00 am (London time) on the second Banking Day
prior to the commencement of such Interest Period. For the avoidance of doubt, if LIBOR is ever below zero, LIBOR for the purposes of
this Agreement shall be deemed to be zero.



 






    15


     


    

 


“LIBOR Loan” means monies lent
by the Lenders to the Borrower in U.S. Dollars and upon which interest accrues at a rate referable to LIBOR.


 


“Lien” means any deed of trust,
mortgage, charge, hypothec, assignment, pledge, lien, vendor’s privilege, vendor’s right of reclamation or other security
interest or encumbrance of whatever kind or nature, regardless of form and whether consensual or arising by law (statutory or otherwise),
that secures the payment of any indebtedness or liability or the observance or performance of any obligation other than in respect of
operating leases of personal property entered into in the ordinary course of business and having a term of greater than one year that
are deemed to be Liens under Applicable Law as well as any royalty.


 


“Life of Mine” means, the period
during which all reserves and resources at the Mine as reported in the Borrower’s most recent reserve statement in respect thereof
is projected to be extracted through planned mining activities at or in connection with the Mine.


 


“Liquidity Amount” means unencumbered
cash balances, amounts available under the Facility and the Borrower’s pro rata share (determined based on the Borrower’s
current ownership interest in the LGJV expressed as a percentage of the total ownership of the LGJV) of any cash balances held by the
LGJV which are not otherwise retained or set aside for the purposes of satisfying the reserve requirements of the Mine.


 


“Loans” means Base Rate Loans
and LIBOR Loans.


 


“Majority Lenders” means:


 


	(a)	at any particular time up to the Facility Termination Date, such group of Lenders whose Individual Commitments
aggregate at least two thirds of the Total Commitment Amount at such time; and



 


	(b)	at any particular time after the Facility Termination Date, such group of Finance Parties which have aggregate
Exposure in an amount at least two thirds of the aggregate Exposure of all of the Finance Parties at such time.



 


Notwithstanding the foregoing, the unfunded Individual
Commitments of, and the outstanding extensions of credit held or deemed to be held by, any Defaulting Lender shall be excluded for purposes
of making a determination of Majority Lenders.


 


“Material Adverse Change” means
any change of circumstances or event which causes a Material Adverse Effect.


 


“Material Adverse Effect” means,
in the opinion of the Majority Lenders, acting reasonably, a material adverse effect (or a series of adverse effects, none of which is
material in and of itself but which, cumulatively, result in a material adverse effect) on:


 


	(a)	the business, operations, property, assets or financial condition of the Obligors and/or the Specified
Entities taken as a whole;



 






    16


     


    

 


	(b)	the ability of the Obligors and/or the Specified Entities taken as a whole to perform any of their material
obligations under the Finance Documents to which it is a party; or



 


	(c)	the ability of any Finance Party to enforce its material rights in any material respect under any Finance
Document.



 


Notwithstanding the foregoing, normal course adverse
price fluctuations in the commodity market shall not, in and of themselves, be deemed to constitute a Material Adverse Effect.


 


“Material Agreements” means:


 


	(a)	those contracts set forth in Schedule L; and



 


	(b)	otherwise any agreement, contract, indenture, lease, deed of trust, license, option, undertaking promise
or any other commitment or obligation, whether oral or written, expressed or implied, other than a Mining License, which provides for
annual expenditures or annual receipts by an Obligor of an amount greater than $10,000,000, which has a term of more than one year, which
materially affects the business, operations or property of the Obligors taken as a whole and which cannot be readily replaced on more
favourable or like terms within a reasonable period of time following early termination,



 


and “Material Agreement” means
any of the Material Agreements.


 


“Material
Subsidiary” means a Subsidiary of the Borrower, either (i) designated as a “Material Subsidiary” by the Borrower
for any reason or (ii) designated from time to time by the Administrative Agent at the direction of the Majority Lenders, which is
material to the business of the Borrower and, in respect of clause (ii) either (a) whose operations in the aggregate account
for EBITDA of the Borrower on an Adjusted Consolidated Basis of Borrower for the most recent four (4) Fiscal Quarters that represents
more than 10% of the consolidated EBITDA of the Borrower on the Adjusted Consolidated Basis of Borrower (inclusive of any historic
EBITDA generation attributed to any Permitted Acquisition) or (b) whose Assets in the aggregate account for 10% or more of the Assets
of the Borrower on the Adjusted Consolidated Basis of Borrower. As of the date hereof, there are no Material Subsidiaries.


 


“Maturity Date” means July 31,
2024, as the same may be extended pursuant to Section 9.2.


 


“Maturity Extension Date” has
the meaning given to it in Section 9.2(b)(ii).


 


“Mine” means the Cerro Los
Gatos silver-zinc-lead, underground mine, processing facilities and all related infrastructure located in the state of Chihuahua, Mexico,
including any undertaking or any other business activity incidental thereto.


 


“Mining Licenses” means, collectively,
the mineral concessions, mining claims and mining leases which are material to the Mine and the Mining Operations and contemplated from
time to time by the Financial Model, as set forth in the Disclosure Certificate as updated from time to time pursuant to Section 11.1(b).


 


“Mining Operations” means,
at any particular time, the exploration, development, mining, construction and milling operations carried out at the Mine at such time.


 


“Moody’s” means Moody’s
Investors Service, Inc. or any successor by merger or consolidation to its business.


 


“MPR” means Minera Plata Real
S. de R.L. de C.V.


 


“MPR-Servicios Merger” means
the corporate merger of MPR and Servicios to be completed on or before August 1, 2021.


 






    17


     


    

 


“Net Disposition Proceeds”
means, with respect to any Disposition, the gross proceeds received by or on behalf of an Obligor in respect of such Disposition less
the sum of:


 


	(a)	the amount, if any, of all Taxes paid or estimated to be payable by or on behalf of such Obligor in connection
with such Disposition; and



 


	(b)	reasonable and customary fees, commissions, expenses, issuance costs, deductibles, discounts and other
costs paid by or on behalf of such Obligor in connection with such Disposition.



 


“Net Income” means, for any
particular period, the amount which would, in accordance with generally accepted accounting principles, be classified on the consolidated
income statement of such Person for such period as the net income of such Person excluding any extraordinary items. For certainty, Net
Income shall be calculated exclusive of any non-cash gains or losses and shall exclude equity (income) loss in affiliates (specifically
for the LGJV).


 


“Non-FATCA Compliant Lender”
means any Lender under this Agreement who is in breach of its obligations under FATCA.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB’s
Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.


 


“Obligors” means the Borrower
and the Guarantors and “Obligor” means any one of the Obligors.


 


“Offtake
Agreements” means any contract for the sale and purchase of payable metals produced at the Mine made between the Borrower
and a purchaser of such payable metals.


 


“Official Body” means any supra-national
(such as the European Union, the World Trade Organization and the World Bank), national, state, provincial or municipal government or
government of any political subdivision thereof, or any agency, authority, board, central bank, monetary authority, commission, department
or instrumentality thereof, or any court, tribunal, grand jury, mediator, arbitrator or referee, whether foreign or domestic.


 


“Operaciones” means Operaciones
San Jose de Plata, S. de R.L. de C.V.


 


“Other Taxes” means all present
or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under
this Agreement or under any other Finance Document or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Finance Document and the transactions contemplated thereby.


 


“Out-of-the-Money Derivative Exposure” has the meaning
given to it in the definition of “Derivative Exposure”.


 


“Participant” shall have the meaning ascribed thereto
pursuant to Section 18.5.


 


“Party” means a party to this Agreement.


 


“Permitted Acquisition” means
any Acquisition with respect to which:


 


	(a)	the acquired assets or entity is in the business of exploration, development, mining, construction, milling
and operation of prospects for the mining industry and any activity related, complimentary or incidental thereto and is in a Permitted
Jurisdiction;



 






    18


     


    

 


	(b)	no Default or Event of Default exists at the time of, or immediately after, such proposed Acquisition;



 


	(c)	the Shares or other equity interests of any Material Subsidiary created or acquired, or the assets acquired,
in each case, pursuant to such Acquisition are subject to a first priority Lien in favour of the Administrative Agent, for and on behalf
of the Lenders, and any pre-existing Lien; provided that any such pre-existing Lien has not been created in contemplation of, or in connection
with, such Acquisition and does not cover any other property or assets of any Obligor.



 


	(d)	the financial covenants set out in Sections 11.1(m) to 11.1(o) would be met, on a pro forma
basis, immediately after giving effect to the implementation of any such Acquisition;



 


	(e)	other than Acquisitions funded solely from the issuance of Shares and/or warrants of the Borrower or the
net proceeds from the issuance of Shares of the Borrower, the maximum aggregate amount of Cash paid for the purchase price for all such
Acquisitions shall not exceed $50,000,000 per annum; and



 


	(f)	the Acquisition does not constitute a hostile takeover which, for the avoidance of doubt includes, but
is not limited to, an Acquisition involving the direct solicitation of an acquired entity’s shareholders without the support of
such acquired entity’s management.



 


“Permitted Acquisition Indebtedness”
means any Indebtedness resulting from a Permitted Acquisition which existed prior to, and not in contemplation of, the Permitted Acquisition,
provided recourse thereunder is non-recourse, at all times, to each Obligor existing prior to such Permitted Acquisition.


 


“Permitted Capital Reorganization”
means:


 


	(a)	any change in the issued and outstanding Shares of the Borrower (other than a change in connection with
an Acquisition that is not a Permitted Acquisition or a change that would result in an Event of Default); and



 


	(b)	any Capital Reorganization:



 


		(i)	that does not result in any change in the combined direct and indirect percentage ownership interest of
the Borrower in any Specified Entity or any of its other Subsidiaries;



 


		(ii)	notice of which (and reasonable details thereof) has been provided by the Borrower to the Administrative
Agent in writing fifteen Banking Days before its proposed completion date;



 


		(iii)	where at the time of the delivery of the aforesaid notice by the Borrower to the Administrative Agent,
the Borrower delivers to the Administrative Agent a certificate:



 


		(A)	certifying that the completion of the Capital Reorganization will not have a Material Adverse Effect;



 


		(B)	in which the Borrower shall covenant to deliver or cause to be delivered to the Administrative Agent contemporaneously
with the completion of such Capital Reorganization, any Security Documents and/or amendments to any of the foregoing, certificates, opinions
and other things as the Administrative Agent may reasonably request to ensure the completion of such Capital Reorganization shall not
adversely affect any rights of any Finance Party under any Finance Document in any material respect; and



 






    19


     


    

 


		(C)	certifying that no Default or Event of Default has occurred and is outstanding at the time of the completion
of the Capital Reorganization or would arise immediately thereafter.



 


“Permitted Corporate Reorganization”
means the MPR-Servicios Merger and any Corporate Reorganization solely among the Borrower and its Subsidiaries:


 


	(a)	notice of which (and reasonable details thereof) has been provided by the Borrower to the Administrative
Agent in writing fifteen Banking Days before its proposed completion date;



 


	(b)	where at the time of the delivery of the aforesaid notice by the Borrower to the Administrative Agent,
the Borrower delivers to the Administrative Agent a certificate:



 


		(i)	certifying that the completion of the Corporate Reorganization will not have a Material Adverse Effect;



 


		(ii)	in which the Borrower shall covenant to deliver or cause to be delivered to the Administrative Agent contemporaneously
with the completion of such Corporate Reorganization, any Security Documents and/or amendments to any of the foregoing, any documents
required under Section 11.1(q), certificates, opinions and other things as the Administrative Agent may reasonably request to ensure
the completion of such Corporate Reorganization shall not adversely affect any rights of any Finance Party under any Finance Document
in any material respect; and



 


		(iii)	certifying that no Default or Event of Default has occurred and is outstanding at the time of the completion
of the Corporate Reorganization or would arise immediately thereafter.



 


“Permitted Disposition” has
the meaning ascribed to such term in Section 11.2(c).


 


“Permitted Indebtedness” means
any one or more of the following:


 


	(a)	the Secured Obligations;



 


	(b)	Indebtedness of the Adjusted Consolidated Borrower Group (i) existing on the Closing Date and set
forth in Schedule O and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (other than (x) the Dowa Term Loan or (y) by the amount of any fees or expenses incurred in the refinancing
thereof) or result in an earlier maturity date and (ii) arising under Capital Leases and Purchase Money Indebtedness on an Adjusted
Consolidated Basis of Borrower; provided that, at any particular time, the aggregate principal amount of such Indebtedness outstanding
under (b)(ii) (as well as those Capital Leases and Purchase Money Indebtedness listed in Schedule O) at any time does not exceed
$40,000,000, and provided further that, at the time and immediately after any Obligor or Specified Entity incurs any Indebtedness pursuant
to this paragraph (b) in an aggregate principal amount exceeding $25,000,000 (at any time), the Leverage Ratio of the Borrower shall
be less than or equal to 1.50 to 1;



 


	(c)	trade payables and other accrued liabilities of the Obligors or the Specified Entities incurred in the
ordinary course of business and payable in accordance with customary practices or which are being contested in good faith by appropriate
proceedings and diligently conducted and as to which reserves are being maintained in accordance with generally accepted accounting principles;



 


	(d)	to the extent constituting Indebtedness, Taxes, assessments or governmental charges or levies which are
being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted
accounting principles; and



 






    20


     


    

 


	(e)	Indebtedness under the Royalties;



 


	(f)	Indebtedness pursuant to Permitted Risk Management Agreements referenced in paragraph (c) of the
definition thereof;



 


	(g)	other unsecured Indebtedness of the Adjusted Consolidated Borrower
Group in an aggregate amount, at any particular time, not exceeding $5,000,000;



 


	(h)	High Yield Debt;



 


	(i)	Indebtedness in respect of surety or performance bonds, letters of credit or bank guarantees in favour
of a public utility or any other Official Body or any other Person in connection with a surety or performance bond issued in favour of
a public utility or any other Official Body when required by such utility or other Official Body or otherwise by Applicable Laws in connection
with the operations of any Obligor or Specified Entity (including for the reclamation or remediation of mining properties, government
administered tax requirements and commodities such as power, fuel and chemicals), all in the ordinary course of business;



 


	(j)	Permitted Acquisition Indebtedness; and



 


	(k)	other Indebtedness of the Obligors or a Specified Entity otherwise consented to by the Majority Lenders.



 


“Permitted Investments” means any one or more of
the following Investments by the Obligors:


 


	(a)	Investments in Obligors or the Specified Entities;



 


	(b)	Investments financed by the issuance of Shares and/or warrants of the Borrower; and



 


	(c)	any other Investments up to an aggregate amount of $25,000,000, with each such Investment valued at the
original principal or capital amount thereof, less all returns of principal or equity, or distributions or dividends paid thereon.



 


provided, in each case, no Default or Event of
Default exists at the time of making any such Investment or would arise as a result thereof.


 


“Permitted
Jurisdiction” means any jurisdiction other than the Syrian Arab Republic, the Republic of Cuba, the Islamic Republic
of Iran, the Democratic People’s Republic of Korea, the Federal Republic of Somalia, the Republic of the Sudan, Ukraine or any jurisdiction
from time to time subject to Sanctions or trade embargoes imposed, administered or enforced by the United Nations, the government of the
United States, the government of Canada or the European Union (or any member State of the European Union).


 


“Permitted Liens” means any
one or more of the following with respect to the property and assets of the Obligors or a Specified Entity:


 


	(a)	the Security;



 


	(b)	Liens securing indebtedness described in clause (b) of the definition of Permitted Indebtedness;
provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the
Indebtedness secured thereby does not exceed, at the time of incurrence thereof, the lesser of the cost or fair market value of the property
secured by such Lien;



 


	(c)	Liens for Taxes, assessments or governmental charges or levies not at the time due or delinquent or the
validity of which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance
with generally accepted accounting principles;



 






    21


     


    

 


	(d)	the Lien of any judgment rendered or the Lien of any claim filed which is being contested in good faith
by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles;



 


	(e)	Liens and charges incidental to construction or current operations which have not at such time been filed
pursuant to law or which relate to obligations not due or delinquent or the validity of which are being contested in good faith by appropriate
proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles;



 


	(f)	restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to or reserved
by other Persons which in the aggregate do not materially impair the usefulness, in the operation of the business of any Obligor or Specified
Entity, of the property subject to such restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to
or reserved by other persons;



 


	(g)	the right reserved to or vested in any municipality or governmental or other public authority by the terms
of any lease, licence, franchise, grant or permit acquired by any Obligor Specified Entity or by any statutory provision, to terminate
any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;



 


	(h)	the Lien resulting from the deposit of cash or securities (i) in connection with performance of bids,
contracts, leases, tenders or expropriation proceedings, (ii) to secure workers’ compensation, surety or appeal bonds, performance
bonds, letters of credit, costs of litigation when required by law and public and statutory obligations, (iii) in connection with
the discharge of Liens or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar
Liens or construction and mechanics’ and other similar Liens arising in the ordinary course of business or (iv) to secure Indebtedness
arising under paragraph (j) of the definition of Permitted Indebtedness;



 


	(i)	security given to a public utility or any municipality or governmental or other public authority when
required by such utility or other Official Body in connection with the operations of any Obligor or Specified Entity, all in the ordinary
course of business;



 


	(j)	the reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants
from any Official Body;



 


	(k)	title defects or irregularities which are of a minor nature and in the aggregate will not materially impair
the use of the property for the purpose for which it is held;



 


	(l)	applicable municipal and other governmental restrictions affecting the use of land or the nature of any
structures which may be erected thereon, provided such restrictions have been complied with and will not materially impair the use of
the property for the purpose for which it is held;



 


	(m)	Liens securing Indebtedness arising under paragraph (b) of the
definition of Permitted Indebtedness (for the avoidance of doubt such Liens shall only be permitted on the assets financed pursuant to
such Capital Leases and/or Purchase Money Indebtedness);



 


	(n)	the extension, renewal or refinancing of any Permitted Lien, provided that the amount so secured does
not exceed the original amount secured immediately prior to such extension, renewal or refinancing and the Lien is not extended to any
additional property;



 






    22


     


    

 


	(o)	Liens on minerals or the proceeds of sale of such minerals arising or granted pursuant to a processing
or refining arrangement entered into in the ordinary course and upon usual market terms, securing the payment of any Obligor’s or
Specified Entity’s portion of the fees, costs and expenses attributable to the processing or refining of such minerals under any
such processing arrangement, but only insofar as such Liens relate to obligations which are at such time not past due;



 


	(p)	customary rights of set-off or combination of accounts and bankers’ Liens in favour of a financial
institution with respect to deposits and deposit accounts maintained by it;



 


	(q)	Liens securing High Yield Debt provided such Liens are subject to a subordination agreement satisfactory
to the Majority Lenders in accordance with paragraph (b) of the definition of “High Yield Debt”.



 


	(r)	the Royalties including royalties on the production or profits from mining which are described in Schedule
M;



 


	(s)	undetermined or inchoate Liens and charges arising or potentially arising under statutory provisions which
have not at the time been filed or registered in accordance with Applicable Law or of which written notice has not been duly given in
accordance with Applicable Law or which although filed or registered, relate to obligations not due or delinquent, including without limitation
statutory Liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security
legislation; and



 


	(t)	Liens otherwise consented to by the Majority Lenders.



 


“Permitted Refinancing” means
the irrevocable repayment and termination of the Dowa Term Loan.


 


“Permitted Reorganizations”
means Permitted Corporate Reorganizations and Permitted Capital Reorganizations.


 


“Permitted Risk Management Agreement”
means:


 


	(a)	a Secured Risk Management Agreement; or



 


	(b)	an unsecured Risk Management Agreement entered into by an Obligor with any Person, in each case:



 


		(i)	that has not been entered into for speculative purposes nor on a margined basis;



 


		(ii)	that would not result, at the time of the transaction effected pursuant thereto, in more than 70% of scheduled
payable metal production from the Mine being hedged in any future 12-month period (such 70% excluding, however, the hedging of quotational
period pricing choices by customers of the Obligors and such future 12-month periods being measured relative to the then current Financial
Model); and



 


		(iii)	which does not constitute a Restricted Forward Sale Transaction.



 


“Person” means any natural
person, corporation, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, government, governmental
agency or any other entity, whether acting in an individual, fiduciary or other capacity.


 


“Prepayment Notice” shall have
the meaning ascribed thereto in Section 9.5.


 


“Pro Rata Share” means at any
particular time, the ratio of the aggregated Individual Commitments of a particular Lender at such time to the aggregate of the Total
Commitment Amount under the Facility at such time.


 






    23


     


    

 


“Proceeds of Realization” means
all cash and non-cash proceeds derived from any sale, disposition or other realization of the Secured Assets or received from any Obligor
pursuant to the Credit Documents:


 


	(a)	after any notice being sent by the Administrative Agent to the Borrower pursuant to Section 13.1
declaring all Indebtedness of the Borrower under this Agreement to be immediately due and payable;



 


	(b)	upon any dissolution, liquidation, winding-up, reorganization, bankruptcy, insolvency or receivership
of any Obligor (or any other arrangement or marshalling of the Secured Assets that is similar thereto); or



 


	(c)	upon the enforcement of, or any action taken with respect to the Security Documents.



 


For greater certainty, insurance proceeds derived
as a result of the loss or destruction of any of the Secured Assets or cash or non-cash proceeds derived from any expropriation or other
condemnation of any of the Secured Assets shall not constitute Proceeds of Realization prior to the Enforcement Date.


 


“Purchase Money Indebtedness”
means Indebtedness assumed by any Obligor or any Specified Entity as part of, or issued or incurred by such Obligor or Specified Entity
to pay or provide funds to pay, all or a part of the purchase price of any equipment hereafter or previously acquired by such Obligor
or Specified Entity.


 


“Qualified Affiliate” means
an Affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in
Schedule K.


 


“Qualified Risk Management Lender”
means (x) any Person that entered into a Risk Management Agreement, whether prior or subsequent to the time such Person became a
Lender or (y) any Qualified Affiliate that enters into a Risk Management Agreement, whether prior or subsequent to the time when
the Lender with which such Qualified Affiliate became affiliated is a Lender, even if, in each such case, such Person subsequently ceases
to be a Lender or a Qualified Affiliate.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBOR, 11:00 a.m. (London
time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBOR, the
time determined by the Administrative Agent in its reasonable discretion.


 


“Rescindable Amount” has the
meaning ascribed to such term in Section 17.1.


 


“Release” means any spilling,
leaking, emitting, discharging, depositing, escaping, leaching, dumping or other releasing into the Environment, whether intentional or
unintentional.


 


“Relevant
Governmental Body” means the FRB and/or the NYFRB, or a committee officially endorsed or convened by the FRB and/or the NYFRB,
or any successor thereto.


 


“Restricted Forward Sale Transaction”
means an agreement by a Person to sell forward a quantity of metal or other commodity where payment is made, in whole or in part, prior
to the date on which such metal or commodity was mined or extracted by such Person other than, for avoidance of doubt, any such sale pursuant
to the Offtake Agreements or otherwise expressly permitted herein.


 


“Restricted Person” means any
Person that is named on any Sanctions list issued by the U.S. government, the Canadian government, the government of the United Kingdom,
or the European Union or any of its member states.


 






    24


     


    

 


“Risk Management Agreements”
means any present or future swap, hedging, foreign exchange or other derivative transaction entered into by any Person which constitutes
any commodity hedging transaction (including, without limitation, any Restricted Forward Sale Transaction), spot or forward foreign exchange
transaction, currency swap transaction, forward rate transaction, rate cap transaction, rate floor transaction, rate collar transaction,
and any other exchange or rate protection transaction, any combination of such transactions or any option with respect to any such transaction
entered into by any Person; provided however, that, with respect to any Person in its capacity as a guarantor of the Secured Obligations
of the other Obligors, Secured Obligations guaranteed by such Obligor shall exclude all Excluded Swap Obligations.


 


“Rolling EBITDA” means:


 


	(a)	for the Fiscal Quarter ending March 31, 2021 the EBITDA of the Borrower on an Adjusted Consolidated
Basis of Borrower for such Fiscal Quarter, multiplied by four;



 


	(b)	for the Fiscal Quarter ending June 30, 2021 the aggregate amount of the EBITDA of the Borrower on
an Adjusted Consolidated Basis of Borrower for such Fiscal Quarter and for the immediately preceding Fiscal Quarter multiplied by two;



 


	(c)	for the Fiscal Quarter ending September 30, 2021 the aggregate amount of the EBITDA of the Borrower
on an Adjusted Consolidated Basis of Borrower for such Fiscal Quarter and for the two immediately preceding Fiscal Quarters multiplied
by 4/3; and



 


	(d)	for the Fiscal Quarter ending December 31, 2021 and for each Fiscal Quarter thereafter, the aggregate
amount of the EBITDA of the Borrower on an Adjusted Consolidated Basis of Borrower for such Fiscal Quarter and for the three immediately
preceding Fiscal Quarters.



 


“Rolling Interest” means:


 


	(a)	for the Fiscal Quarter ending March 31, 2021 the Interest Expense of the Borrower on an Adjusted
Consolidated Basis of Borrower for such Fiscal Quarter, multiplied by four;



 


	(b)	for the Fiscal Quarter ending June 30, 2021, the aggregate amount of the Interest Expense of the
Borrower on an Adjusted Consolidated Basis of Borrower for such Fiscal Quarter and for the immediately preceding Fiscal Quarter, multiplied
by two;



 


	(c)	for the Fiscal Quarter ending September 30, 2021, the aggregate amount of the Interest Expense of
the Borrower on an Adjusted Consolidated Basis of Borrower for such Fiscal Quarter and for the two immediately preceding Fiscal Quarters,
multiplied by 4/3; and



 


	(d)	for the Fiscal Quarter ending December 31, 2021 and for each Fiscal Quarter thereafter, the aggregate
amount of the Interest Expense of the Borrower on an Adjusted Consolidated Basis of Borrower for such Fiscal Quarter and for the three
immediately preceding Fiscal Quarters.



 


“Rollover Notice” shall have
the meaning ascribed thereto in Section 5.2.


 


“Royalties” means royalties
on the Mine which exist as of the date hereof and are included in the most recent Financial Model delivered to, and accepted by, the Administrative
Agent (a detailed inventory of which are described in Schedule M) and pre-existing royalties (unsecured or secured against corresponding
lands only) for which an Obligor or Specified Entity becomes liable after the date hereof by virtue of a Permitted Acquisition (but not,
for the avoidance of doubt, as consideration for any Permitted Acquisition).


 


“Royalty Agreements” means
the royalty agreements in place as of the date hereof, as set out in Schedule M.


 






    25


     


    

 


“Sale Leaseback” shall mean
any transaction or series of related transactions pursuant to which an Obligor:


 


	(a)	sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter
acquired; and



 


	(b)	as part of such transaction, thereafter rents or leases such property or other property that it intends
to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.



 


“Sanctioned Person” means any
Person who is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being:


 


	(a)	owned or controlled directly or indirectly by any Person which is a designated target of Sanctions; or



 


	(b)	organized under the laws of any country that is subject to general or country-wide Sanctions; or



 


	(c)	any Person that is a “designated person”, “politically exposed foreign person”,
 “terrorist group” or any similar or analogous term, as described in any Sanctions.



 


“Sanctions”
means any laws, rules, regulations and requirements relating to economic or financial sanctions or trade embargoes imposed, administered
or enforced from time to time by any U.S. Official Body (including, but not limited to, the Office of Foreign Assets Control of the US
Department of the Treasury and the U.S. Department of State), the United Nations Security Council, the European Union and each of its
member states, Her Majesty’s Treasury of the United Kingdom, any Official Body of Mexico, any Official Body of Canada (including,
but not limited to, Global Affairs Canada and Public Safety Canada) or any other relevant Official Body.


 


“Secured Assets” means, all
of the present and future assets, property and undertaking of each Obligor and each Wholly-Owned Specified Entity, and, in each case,
all proceeds thereof. For certainty, the Secured Assets shall cease to be Secured Assets to the extent such assets are sold or otherwise
disposed of in a manner which is permitted, or otherwise not prohibited, by any relevant Credit Document.


 


“Secured Obligations” shall
mean all Indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by any
of the Obligors to any of the Finance Parties, or remaining unpaid to any of the Finance Parties, in each case, under or in connection
with any of the Finance Documents, and Secured Obligations of a particular Obligor shall mean all Indebtedness, obligations and liabilities,
present or future, absolute or contingent, matured or not, at any time owing by such Obligor to any of the Finance Parties, or remaining
unpaid to any of the Finance Parties, in each case, under or in connection with any of the Finance Documents to which such Obligor is
a party. For certainty, “Secured Obligations” shall include interest accruing subsequent to the filing of, or which
would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable
upon any Default or Event of Default to the extent lawful) specified herein, whether or not such interest is an allowable claim in such
bankruptcy proceeding.


 


“Secured Obligations Termination Date”
means the first date on which all Secured Obligations of the Obligors (other than those provisions which by their terms survive the termination
of the Finance Documents) have been permanently paid in full and the Finance Parties have no commitments to provide credit to any Obligor
under any Finance Document.


 


“Secured Risk Management Agreements”
means any Risk Management Agreement between an Obligor on the one hand and a Qualified Risk Management Lender on the other hand.


 


“Security” means the collateral
security constituted by the Security Documents.


 






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“Security Documents” means
the security documents which, in the reasonable opinion of the Administrative Agent, are required to be entered into from time to time
by each Obligor and each Wholly-Owned Specified Entity in favour of the Administrative Agent in order to grant to the Administrative Agent
a Lien on the Secured Assets as continuing collateral security for the payment and performance of the Secured Obligations of such Obligor,
such security documents to be in form and substance reasonably satisfactory to the Administrative Agent and to include, without limitation,
the security documents described in Schedule B to this Agreement at the times stated therein.


 


“Servicios” means Servicios
San Jose de Plata, S. de R.L. de C.V.


 


“Shares”, as applied to the
shares of any corporation or other entity, means the shares or other ownership interests of every class whether now or hereafter authorized,
regardless of whether such shares or other ownership interests shall be limited to a fixed sum or percentage with respect to the rights
of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution
or winding-up of such corporation or other entity.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured
overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Specified Entities” means
MPR, Operaciones and Servicios, and “Specified Entity” means any one of them.


 


“Subsidiary” means, with respect
to any Person, any corporation, company or other similar business entity (including, for greater certainty, a chartered bank) of which
more than fifty per cent (50%) of the outstanding Shares or other equity interests (in the case of Persons other than corporations) having
ordinary voting power to elect a majority of the board of directors or the equivalent thereof of such corporation, company or similar
business entity (irrespective of whether at the time Shares of any other class or classes of the Shares of such corporation, company or
similar business entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly
owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.
For the avoidance of doubt, the Specified Entities, although 70%-owned by Borrower as of the Closing Date, are not deemed to be “Subsidiaries”
of the Borrower.


 


“Swap Obligation” means, with
respect to any Obligor in its capacity as a guarantor of the Secured Obligations of another Obligor, any obligation to pay or perform
under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity
Exchange Act.


 


“Taxes” means all taxes, assessments,
fees, rates, levies, imposts, deductions, dues, duties and other charges of any nature, including any interest, fines, penalties or other
liabilities with respect thereto, imposed, levied, collected, withheld or assessed by any Official Body (including a federal, state, provincial,
municipal or foreign Official Body), and whether disputed or not.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 






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“Term
SOFR Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use
by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 3.11
that is not Term SOFR.


 


“Term SOFR
Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term
SOFR Event.


 


“Title Opinion” means the title
opinion dated on or around the date of this Agreement addressed to, the underwriters in connection with the equity placement of the Borrower.


 


“Total Commitment Amount” means,
with respect to the Facility, at any particular time, the aggregate of the Individual Commitments with respect thereto of all of the relevant
Lenders at such time.


 


“Total Indebtedness” means,
at any particular time and without duplication, the sum of (i) aggregate Indebtedness of the Borrower on the Adjusted Consolidated
Basis of Borrower at such time and (ii) the Borrower’s pro rata share (determined based on the Borrower’s current
ownership interest in the LGJV expressed as a percentage of the total ownership of the LGJV) of the aggregate Indebtedness of the LGJV.


 


“Unadjusted Benchmark Replacement”
means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“U.S.” and “United
States” means the United States of America.


 


“U.S. Base Rate” means the
greater of the following:


 


		(a)	the floating rate of interest announced from time to time by the Administrative Agent as its reference
rate then in effect for determining rates of interest on U.S. dollar loans to its customers in the United States and designated as its
U.S. base rate; and



 


		(b)	the variable rate of interest per annum, calculated on the basis of a year of 365 or 366 days,
as the case may be, which is equal to the greater of the aggregate of:



 


		(i)	the Federal Funds Effective Rate at such time; and



 


		(ii)	1⁄2 of 1% per annum.



 


“U.S. Dollars” means the lawful
currency of the United States of America.


 


“Voting Shares” means Shares
of any class of any corporation carrying voting rights generally under all circumstances.


 


“Wholly-Owned Specified Entity”
means a Specified Entity which is or becomes a wholly-owned direct or indirect Subsidiary of the Borrower.


 


		1.2	Other Usages



 


References to “this Agreement”, “the
Agreement”, “hereof”, “herein”, “hereto” and like references refer to this Agreement and not
to any particular Article, Section or other subdivision of this Agreement. Any references herein to any agreements or documents shall
mean such agreements or documents as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms
hereof and thereof. Any references herein to any legislation, statutory instrument or regulation or a section or other provision thereof,
unless otherwise specified, is a reference to the legislation, statutory instrument, regulation, section or other provision as amended,
restated or re-enacted from time to time. Any references herein to a party to this Agreement includes that party’s successors and
permitted assigns.


 






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		1.3	Plural and Singular



 


Where the context so requires, words importing
the singular number shall include the plural and vice versa.


 


		1.4	Headings



 


The division of this Agreement into Articles and
Sections and the insertion of headings in this Agreement are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement.


 


		1.5	Currency



 


Unless otherwise specified herein, all statements
of or references to dollar amounts in this Agreement shall mean lawful money of the United States.


 


		1.6	Applicable Law



 


		(a)	This Agreement and each other Finance Document (other than those containing a contrary express choice
of law provision) shall be governed by and construed in accordance with the laws of the State of New York.



 


		(b)	Any legal action or proceeding with respect to this Agreement may be brought in the courts of the State
of New York or U.S. Federal court sitting in the City and County of New York and, by execution and delivery of this Agreement, the parties
hereby accept for themselves and in respect of their property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid
courts. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document
shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Credit Document against any Obligor or its properties in the courts of any jurisdiction.



 


		(c)	Each party irrevocably consents to the service of process out of any of the aforementioned courts in any
such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party to the address
prescribed by Section 18.1, such service to become effective five Banking Days after such mailing. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court. Nothing herein shall limit the right of any party to serve process in any manner permitted by law or to
commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.



 


		1.7	Time of the Essence



 


Time shall in all respects be of the essence of this Agreement.


 


		1.8	Non-Banking Days



 


Subject to Section 7.4(c), whenever any payment
to be made under this Agreement shall be stated to be due or any action to be taken under this Agreement shall be stated to be required
to be taken on a day other than a Banking Day, such payment shall be made or such action shall be taken on the next succeeding Banking
Day and, in the case of the payment of any amount, the extension of time shall be included for the purposes of computation of interest,
if any, thereon.


 






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		1.9	Consents and Approvals



 


Whenever the consent or approval of a party to
this Agreement is required in a particular circumstance, unless otherwise expressly provided for therein, such consent or approval shall
not be unreasonably withheld or delayed by such party.


 


		1.10	Amount of Credit



 


Any reference in this Agreement to the amount
of credit outstanding shall mean the principal amount of such outstanding credit at any particular time.


 


		1.11	Schedules



 


Each and every one of the schedules which is referred
to in this Agreement and attached to this Agreement shall form a part of this Agreement.


 


		1.12	Extension of Credit



 


For the purposes hereof, each drawdown, rollover
and conversion shall be deemed to be an extension of credit to the Borrower under this Agreement.


 


		1.13	Accounting Terms – GAAP



 


All accounting terms not specifically defined
in this Agreement shall be interpreted in accordance with GAAP. Notwithstanding the foregoing or anything to the contrary contained herein
or in the definition of “Capital Lease”, in the event of an accounting change requiring all leases to be capitalized, only
those leases (assuming for purposes hereof that such leases were in existence on the Closing Date) that would constitute capital leases
in conformity with GAAP on the Closing Date shall be considered capital leases, and all calculations and deliverables under this Agreement
or any other Finance Document shall be made or delivered, as applicable, in accordance therewith.


 


		1.14	Rule of Construction



 


The Finance Documents have been negotiated by
each party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not apply to the construction or interpretation of the Finance Documents.


 


		1.15	Calculations, Computations, Changes in Accounting Policies



 


Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. Whereas the
Borrower may adopt new accounting policies from time to time, whereby such adoption is compelled by accounting or regulatory bodies having
jurisdiction or at its own discretion, and whereas these accounting changes may result in a material change in the calculation of the
financial covenants or financial covenant thresholds or terms used in this Agreement or any other Finance Document, then the Borrower,
the Administrative Agent and the Majority Lenders agree to enter into good faith negotiations in order to amend such provisions of this
Agreement or such other Finance Document, as applicable, so as to equitably reflect such accounting changes with the desired result that
the criteria for evaluating the Borrower’s or any of its Subsidiary’s financial condition, financial covenants, financial
covenant thresholds or terms used in this Agreement or any other Finance Document shall be the same after such accounting changes as if
such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of
such provisions shall be sufficient to bind all Lenders. If the Borrower and the Majority Lenders cannot agree upon the required amendments,
then all calculations of financial covenants, financial covenant thresholds or terms used in this Agreement or any other Finance Document
shall be prepared and delivered without reflecting the accounting policy change.


 






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		1.16	Paramountcy



 


In the event of any conflict or inconsistency
between the provisions of this Agreement and the provisions of the other Finance Documents, the provisions of this Agreement shall prevail.


 


		1.17	Permitted Liens



 


Any reference in this Agreement to a Permitted
Lien shall not serve to subordinate or postpone any Lien created by any Security Document to such Permitted Lien.


 


Article 2

CREDIT FACILITy


 


		2.1	Establishment of Facility



 


Subject to the terms and conditions of this Agreement,
the Lenders hereby establish in favour of the Borrower the Facility during the Availability Period in the aggregate principal amount of
the Credit Limit.


 


		2.2	Credit Restrictions



 


Any extension of credit under this Agreement by
way of LIBOR Loans shall be in a minimum amount of $2,000,000, and in each case whole multiples of $100,000.


 


		2.3	Lenders’ Commitments



 


		(a)	Subject to the terms and conditions of this Agreement, the Lenders agree to extend credit to the Borrower
under the Facility from time to time provided that the aggregate principal amount of credit extended by each Lender under the Facility
shall not at any time exceed the Individual Commitment of such Lender and further provided that the aggregate principal amount of credit
outstanding under the Facility shall not at any time exceed the amount of the Credit Limit.



 


		(b)	All credit requested under the Facility shall be made available to the Borrower contemporaneously by all
of the Lenders. Each Lender shall provide to the Borrower its Pro Rata Share of each credit, whether such credit is extended by way of
drawdown, rollover or conversion.



 


		(c)	No Lender shall be responsible for any default by any other Lender in its obligation to provide its Pro
Rata Share of any credit nor shall the Individual Commitment of any Lender be increased as a result of any such default of another Lender
in extending credit under the Facility. The failure of any Lender to make available to the Borrower its Pro Rata Share of any credit under
the Facility shall not relieve any other Lender of its obligation under this Agreement to make available to the Borrower its Pro Rata
Share of such credit.



 


		2.4	Accordion



 


		(a)	At any time and from time to time on any Business Day until the Maturity Date, and so long as:



 


		(i)	no Default or Event of Default has occurred and is continuing;



 


		(ii)	the Borrower is in compliance with the financial covenants set out in Sections 11.1(m) to 11.1(o),
on a pro forma basis; and



 






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		(iii)	any increase to the amount of the Facility would not trigger a Default or Event of Default,






 


the Borrower may, by written notice
to the Administrative Agent and the Lenders, request incremental increases to the Facility (each an “Accordion Request”)
in an aggregate incremental amount not exceeding the greater of: (A) $50,000,000 and (B) an amount equal to the difference between
the Total Commitment Amount as of the Closing Date and $100,000,000 (collectively, the “Accordion”).


 


		(b)	Each Accordion Request shall be in a minimum amount of $5,000,000 (or in an amount corresponding to the
then remaining unused amount of the Accordion, if such unused amount is then less than $5,000,000), provided that any increase of the
Facility contemplated by any Accordion Request shall not cause the Facility to exceed $100,000,000.



 


		(c)	Each Lender shall notify the Administrative Agent within thirty (30) days of receipt of an Accordion Request
whether or not it agrees, in its sole discretion, to increase its Individual Commitment and, if so, whether by an amount equal to, greater
than, or less than its Pro Rata Share of such requested increase. Any Lender which does not respond within such specified time period
shall be deemed to have declined to increase its Individual Commitment. It is expressly understood that no Lender shall have any right
or obligation to increase its Individual Commitment pursuant to an Accordion Request.



 


		(d)	The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders' responses
to each Accordion Request. If there is less than full participation by existing Lenders in an increase under an Accordion Request after
the foregoing procedures are completed, then the Borrower may add one or more new Lenders reasonably acceptable to the Administrative
Agent as parties to this Agreement for purposes of participating in such remaining portion.



 


		(e)	After giving effect to the procedures described in this Section 2.4, each Lender participating in
an increase to the Facility pursuant to an Accordion Request shall have its Individual Commitment increased to the extent of its participation
in such increase.



 


		(f)	The Borrower agrees to execute such amendments and supplements to the Security Documents as the Administrative
Agent reasonably deems necessary in connection with each Accordion Request.



 


		2.5	Reduction of Credit Limit



 


		(a)	The Borrower may, from time to time and at any time, by notice in writing to the Administrative Agent,
permanently reduce the Credit Limit to the extent the Facility is not being utilized at the time such notice is given, provided that such
reduction shall not become effective until five Banking Days after such notice has been given.



 


		(b)	The amount of the Credit Limit will not be reduced at the time, and in the amount, of any prepayment or
repayment under the Facility pursuant to Section 9.4, but will be reduced at the time, and by the amount of, any repayment of the
Facility pursuant to Sections 9.1 and will be reduced to zero on the Maturity Date.



 


		(c)	Upon any reduction of the Credit Limit, the Individual Commitment of each relevant Lender shall thereupon
be reduced by an amount equal to such Lender’s Pro Rata Share of such reduction of the Credit Limit.



 






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		2.6	Termination of Facility



 


		(a)	The Facility shall terminate upon the earliest to occur of:



 


		(i)	the termination of the Facility in accordance with Section 13.1;



 


		(ii)	the date on which the relevant Credit Limit has been permanently reduced to zero pursuant to Section 2.5;
and



 


		(iii)	the Maturity Date.



 


		(b)	Upon the termination of the Facility, the right of the Borrower to obtain any credit under the Facility
and all of the obligations of the Lenders to extend credit under the Facility shall automatically terminate.



 


Article 3

GENERAL PROVISIONS RELATING TO CREDITS


 


		3.1	Types of Credit Availments



 


Subject to the terms and conditions hereof, the
Borrower may obtain credit under the Facility from the Lenders by way of one or more Loans.


 


		3.2	Funding of Loans



 


		(a)	Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount
of each Loan under the Facility prior to 11:00 a.m. (New York time) on the date of the extension of credit.



 


		(b)	The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth
in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower
on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited).



 


		(c)	Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date
of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative
Agent may assume that such Lender has made such portion of the Loan available to the Administrative Agent on the date of the extension
of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount.



 


		(d)	If the Administrative Agent has made such assumption, to the extent such Lender shall not have so made
its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith
on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in
connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount is made
available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding
such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against
such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent.



 


		(e)	The amount payable by each Lender to the Administrative Agent pursuant to this Agreement shall be set
forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable
details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable.



 


		(f)	If such Lender makes the payment to the Administrative Agent required herein, the amount so paid shall
constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to all rights and
remedies against the Borrower in respect of such Loan.



 






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		3.3	Failure of Lender to Fund Loan



 


		(a)	If any Lender (a “Non-Funding Lender”) fails to make available to the Administrative
Agent its Pro Rata Share of any Loan as required and the Administrative Agent has not funded pursuant to Section 3.2, the Administrative
Agent shall forthwith give notice of such failure by such Non-Funding Lender to the Borrower and the other Lenders and such notice shall
state that any Lender may make available to the Administrative Agent all or any portion of the Non-Funding Lender’s Pro Rata Share
of such Loan (but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place and stead of the Non-Funding
Lender.



 


		(b)	If more than one Lender gives notice that it is prepared to make funds available in the place and stead
of a Non-Funding Lender in such circumstances and the aggregate of the funds which such Lenders (collectively called the “Contributing
Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount
of the advance which the Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it
is prepared to make available its pro rata share of such advance based on the Contributing Lenders’ relative commitments
to advance in such circumstances.



 


		(c)	If any Contributing Lender makes funds available in the place and stead of a Non-Funding Lender in such
circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place and stead, forthwith
on demand, any amount advanced on its behalf together with interest thereon at the then prevailing interbank rate for each day from the
date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received
in respect of the Loan from the Borrower. In addition to interest as aforesaid, the Borrower shall pay all amounts owing by the Borrower
to the Non- Funding Lender under this Agreement (with respect to the amounts advanced by the Contributing Lenders on behalf of the Non-Funding
Lender) to the Contributing Lenders until such time as the Non- Funding Lender pays to the Administrative Agent for the Contributing Lenders
all amounts advanced by the Contributing Lenders on behalf of the Non-Funding Lender.



 


		(d)	No Non-Funding Lender that is a Defaulting Lender shall be entitled to receive any fees pursuant to Section 7.6
for any period during which that it is a Defaulting Lender.



 


		3.4	Timing of Credit Availments



 


The Facility shall be available to the Borrower during the Availability
Period. For the avoidance of doubt, no Loans may have a maturity date later than the Maturity Date.


 


		3.5	Market Disruption



 


If at any time prior to the commencement of a
proposed Interest Period or the advance of a Base Rate Loan the Administrative Agent or any Lender reasonably determines (which determination
shall be conclusive and bind the Borrower) that:


 


		(a)	by reason:



 


		(i)	of circumstances affecting the London interbank market, or any bank participants therein; or



 


		(ii)	a material disruption in the U.S. money market, adequate and fair means do not exist for ascertaining
the applicable rate of interest on the basis provided in the definition of LIBOR or U.S. Base Rate (the “Relevant Subject Rate”);



 






    34 


     


    

 


		(b)	deposits in U.S. Dollars are not being offered to that Lender in the interbank market in the ordinary
course of business;



 


		(c)	the making or continuing of the Pro Rata Share of that Lender in any relevant Loan has been made impracticable
by the occurrence of an event (including an act of terrorism) which materially and adversely affects the interbank market;



 


		(d)	LIBOR for the proposed Interest Period, in the case of a LIBOR Loan or the U.S. Base Rate, in the case
of a Base Rate Loan does not accurately reflect the effective cost to that Lender of funding its Pro Rata Share in any such Loan; or



 


		(e)	the Administrative Agent is unable to determine the Relevant Subject Rate for the requested Loan,



 


(each, a “Market
Disruption”), then that Lender (for the purposes of this Section, the “Affected Lender”) may give notice
of such determination to the Administrative Agent who will promptly notify the Borrower. If an event referred to in paragraph (e) occurs,
all Lenders shall be Affected Lenders and the Administrative Agent will promptly notify the Borrower and all Lenders thereof. If notice
of a Market Disruption is given by the Administrative Agent to the Borrower, the Administrative Agent and the Borrower shall enter into
negotiations for a period of not more than thirty (30) days commencing on the date the Borrower is so notified with a view to agreeing
to an alternative basis for determining the Relevant Subject Rate applicable to the Pro Rata Share of each Affected Lender in each relevant
Loan. If no such alternative basis is agreed to within such period, the Relevant Subject Rate to each relevant Loan shall be the rate
per annum which is determined and notified to the Borrower by the Administrative Agent to be a reasonable approximation of the
Relevant Subject Rate prior to the Market Disruption and consistent with industry standards for such approximation but in no event to
exceed the cost to each Affected Lender (as notified by each Lender to the Administrative Agent) of continuing to fund such Loan (the
rate determined pursuant to the preceding two sentences, the “Alternate Funding Rate”). If the Administrative Agent,
acting reasonably, determines that the Market Disruption no longer applies with regard to any Affected Lender, then the Relevant Subject
Rate will again be determined in accordance with the definition thereof without regard to this Section 3.5. The Alternate Funding
Rate will be determined, in the case of a LIBOR Loan at or before the commencement of and apply to each Interest Period, and in the case
of a Base Rate Loan, on the first day of each Fiscal Quarter commencing on or subsequent to the date of the occurrence of the Market Disruption
until the Market Disruption no longer applies with regard to each Affected Lender. For avoidance of doubt, a Benchmark Transition Event
shall not trigger this Section 3.5.


 


		3.6	Time and Place of Payments



 


Unless otherwise expressly provided herein, the
Borrower shall make all payments pursuant to this Agreement or pursuant to any document, instrument or agreement delivered pursuant to
this Agreement by deposit to the relevant account of the Administrative Agent previously identified in writing by the Administrative Agent
to the Borrower for such purpose before 12:00 noon (New York time) on the day specified for payment and the Administrative Agent shall
be entitled to withdraw the amount of any payment due to the Administrative Agent or the Lenders under this Agreement from such account
on the day specified for payment.


 






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		3.7	Remittance of Payments



 


Forthwith after the withdrawal from the Designated
Account by the Administrative Agent of any payment of principal, interest, fees or other amounts for the benefit of the Lenders pursuant
to Section 3.6, the Administrative Agent shall, subject to Sections 3.3 and 8.3, remit to each Lender, in immediately available funds,
such Lender’s Pro Rata Share of such payment (except to the extent such payment results from a Loan with respect to which a Lender
had failed, pursuant to Section 3.2, to make available to the Administrative Agent its Pro Rata Share and where any other Lender
has made funds available in the place and stead of a Non-Funding Lender); provided that if the Administrative Agent, on the assumption
that it will receive, on any particular date, a payment of principal (including, without limitation, a prepayment), interest, fees or
other amount under the Facility, remits to each Lender its Pro Rata Share of such payment and the Borrower fails to make such payment,
each Lender agrees to repay to the Administrative Agent, forthwith on demand, to the extent that such amount is not recovered from the
Borrower on demand and after reasonable efforts by the Administrative Agent to collect such amount (without in any way obligating the
Administrative Agent to take any legal action with respect to such collection), such Lender’s Pro Rata Share of the payment made
to it pursuant hereto together with interest thereon at the then prevailing interbank rate for each day from the date such amount is remitted
to the Lenders until the date such amount is paid or repaid to the Administrative Agent, the exact amount of the repayment required to
be made by the Lenders pursuant to this Agreement to be as set forth in a certificate delivered by the Administrative Agent to each Lender,
which certificate shall constitute prima facie evidence of such amount of repayment.


 


		3.8	Evidence of Indebtedness



 


		(a)	The Administrative Agent shall maintain accounts wherein the Administrative Agent shall record the amount
and type of credit outstanding, each advance and each payment of principal and interest on account of each Loan and all other amounts
becoming due to and being paid to the Lenders or the Administrative Agent under this Agreement.



 


		(b)	The Administrative Agent’s accounts constitute, in the absence of manifest error, prima facie
evidence of the Indebtedness of the Borrower pursuant to this Agreement.



 


		3.9	Notice Periods



 


Each Drawdown Notice, Rollover Notice, Conversion
Notice and each Prepayment Notice shall be given to the Administrative Agent:


 


		(a)	prior to 10:00 a.m. (New York time) on the third Banking Day prior to the date of any voluntary prepayment
pursuant to Section 9.4, any drawdown of, rollover of, conversion into or conversion of a LIBOR Loan; and



 


		(b)	prior to 10:00 a.m. (New York time) on the first Banking Day prior to the date of any other drawdown,
rollover or conversion.



 


		3.10	Administrative Agent’s Discretion to Allocate



 


The Administrative Agent shall be entitled to
reallocate the funding or reimbursement obligations among the Lenders in order to ensure, to the greatest extent practicable, that after
such funding the aggregate amount of credit extended under this Agreement by each Lender coincides with such Lender’s Pro Rata Share
of the aggregate amount of credit extended under the Facility by all of the Lenders, provided that no such allocation shall result in
the aggregate amount of credit extended under this Agreement by any Lender exceeding such Lender’s Individual Commitment under the
Facility.


 






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		3.11	Effect of Benchmark Transition Event



 


		(a)	Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time
in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with paragraph
(a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any Finance Document in respect of such Benchmark setting and subsequent
Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Finance Document
and (y) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Finance
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York time) on the 5th Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to,
this Agreement or any other Finance Document so long as the Administrative Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Lenders comprising the Majority Lenders.



 


		(b)	Notwithstanding anything to the contrary herein or in any other Finance
Document and subject to the proviso below in this paragraph, if a Term SOFR Event and its related Benchmark Replacement Date have occurred
prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace
the then-current Benchmark for all purposes hereunder or under any Finance Document in respect of such Benchmark setting and subsequent
Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Finance
Document; provided that, this paragraph (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and
the Borrower a Term SOFR Notice.



 


		(c)	In connection with the implementation of a Benchmark Replacement, the Obligors shall reasonably cooperate
with the Administrative Agent to make Benchmark Replacement Conforming Changes to the Finance Documents from time to time.



 


		(d)	The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence
of a Benchmark Transition Event, Term SOFR Event or Early Opt-in Election, as applicable, and its related Benchmark Replacement Date,
(ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes,
(iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (e) below and (v) the commencement
or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent
or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.11, including any determination with respect to a
tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Finance Document, except, in each case, as expressly required
pursuant to this Section 3.11.



 


		(e)	Notwithstanding anything to the contrary herein or in any other Finance Document, at any time (including
in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term
SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor
for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period”
for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that
was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark
(including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period”
for all Benchmark settings at or after such time to reinstate such previously removed tenor.



 






    37 


     


    

 


		(f)	Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
the Borrower may revoke any request for a borrowing of, conversion to or continuation of LIBOR Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of U.S. Base Rate.



 


Article 4

DRAWDOWNS


 


		4.1	Drawdown Notice



 


Subject to the terms and conditions of this Agreement
and provided that all of the applicable conditions precedent set forth in Article 12 have been fulfilled by the Borrower or waived
by the Lenders as provided in Section 16.15, the Borrower may, from time to time, obtain credit under this Agreement by giving to
the Administrative Agent an irrevocable notice in substantially the form of Schedule F (“Drawdown Notice”) in accordance
with Section 3.9 and specifying, as applicable:


 


		(a)	the date the credit is to be obtained;



 


		(b)	the type of Loan and the principal amount of the Loan;



 


		(c)	in the case of any credit to be extended by way of LIBOR Loan, the applicable Interest Period; and



 


		(d)	the details of any irrevocable authorization and direction pursuant to Section 3.2.



 


Article 5

ROLLOVERS


 


		5.1	LIBOR Loans



 


Subject to terms and conditions of this Agreement
and provided that the Borrower has, by giving notice to the Administrative Agent in accordance with Section 5.2, requested the Lenders
to continue to extend credit by way of a LIBOR Loan to replace all or a portion of an outstanding LIBOR Loan as it matures, each Lender
shall, on the maturity of such LIBOR Loan continue to extend credit to the Borrower by way of a LIBOR Loan (without a further advance
of funds to the Borrower) in the principal amount equal to such Lender’s Pro Rata Share of the principal amount of the matured LIBOR
Loan.


 


		5.2	Rollover Notice



 


The notice to be given to the Administrative Agent
pursuant to Section 5.2 (“Rollover Notice”) shall be irrevocable, shall be given in accordance with Section 3.9,
shall be in substantially the form of Schedule G and shall specify:


 


		(a)	the maturity date of the maturing LIBOR Loan;



 


		(b)	the principal amount of the maturing LIBOR Loan and the portion thereof to be replaced; and



 


		(c)	the Interest Period or Interest Periods of the replacement LIBOR Loans.



 






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Article 6

CONVERSIONS


 


		6.1	Converting Loan to Other Type of Loan



 


Subject to the terms and conditions of this Agreement
and provided that the Borrower has, by giving notice to the Administrative Agent in accordance with Section 6.2, requested the Lenders
to convert all or a portion of an outstanding Loan into another type of Loan, each Lender shall, on the date of conversion (which, in
the case of the conversion of all or a portion of an outstanding LIBOR Loan, shall be the date on which such Loan matures), continue to
extend credit to the Borrower by way of the type of Loan into which the outstanding Loan or a portion thereof is converted (with a repayment
and a subsequent advance of funds to the Borrower) in the aggregate principal amount equal to such Lender’s Pro Rata Share of the
principal amount of the outstanding Loan or the portion thereof which is being converted.


 


		6.2	Conversion Notice



 


The notice to be given to the Administrative Agent
pursuant to Section 6.1 (“Conversion Notice”) shall be irrevocable, shall be given in accordance with Section 3.9,
shall be in substantially the form set out in Schedule H and shall specify:


 


		(a)	whether an outstanding Loan is to be converted and, if an outstanding Loan is to be converted, the type
of Loan to be converted;



 


		(b)	the date on which the conversion is to take place;



 


		(c)	the principal amount of the Loan or the portion thereof which is to be converted;



 


		(d)	the type and amount of the Loan into which the outstanding Loan is to be converted; and



 


		(e)	if an outstanding Loan is to be converted into a LIBOR Loan, the applicable Interest Period of the new
LIBOR Loan.



 


		6.3	Absence of Notice



 


Subject to the terms and conditions of this Agreement,
in the absence of a Rollover Notice or Conversion Notice within the appropriate time periods referred to in this Agreement, a maturing
LIBOR Loan shall be automatically converted to a LIBOR Loan with the same Interest Period as the maturing LIBOR Loan as though a notice
to such effect had been given in accordance with Section 6.2.


 


		6.4	Conversion by Lenders



 


Upon written notice to such effect to the Borrower
at such time as a Default has occurred and is continuing, the Administrative Agent may, on the maturity date of a LIBOR Loan convert such
LIBOR Loan into a Base Rate Loan as though a notice to such effect had been given in accordance with Section 6.2.


 


Article 7

INTEREST AND FEES


 


		7.1	Interest Rates



 


The Borrower shall pay to the Lenders, in accordance
with Section 3.6, interest on the outstanding principal amount from time to time of each Loan at the rate per annum equal
to:


 


		(a)	LIBOR plus the Applicable Margin in the case of each LIBOR Loan; and



 


		(b)	the U.S. Base Rate plus the Applicable Margin in the case of each Base Rate Loan.



 






    39 


     


    

 


		7.2	Calculation and Payment of Interest



 


		(a)	Interest on the outstanding principal amount from time to time of each Loan and on overdue interest thereon
shall accrue from day to day from and including the date on which credit is obtained by way of such Loan or on which such overdue interest
is due, as the case may be, to but excluding the date on which such Loan or overdue interest, as the case may be, is repaid in full (both
before and after maturity and as well after as before judgment) and shall be calculated on the basis of the actual number of days elapsed
divided by 360, in the case of a LIBOR Loan, or 365 days (or 366, in the case of a leap year) in the case of a Base Rate Loan.



 


		(b)	Accrued interest shall be paid:



 


		(i)	in the case of interest on Base Rate Loans, monthly in arrears on the last day of each month; and



 


		(ii)	in the case of interest on LIBOR Loans, on the last day of the applicable Interest Period and the Maturity
Date; provided that, in the case of Interest Periods of a duration longer than three months, accrued interest shall be paid no less frequently
than every three months from the first day of such Interest Period during the term of such Interest Period and on the date on which such
LIBOR Loans are otherwise required to be repaid, including, for greater certainty, the Maturity Date.



 


		7.3	General Interest Rules



 


		(a)	Interest on each Loan and on overdue interest thereon shall be payable in the currency of such Loan.



 


		(b)	If the Borrower fails to pay any fee or other amount of any nature payable by it to the Administrative
Agent or the Lenders under this Agreement or under any document, instrument or agreement delivered pursuant to this Agreement on the due
date therefor, the Borrower shall pay to the Administrative Agent or the Lenders, as the case may be, interest on such overdue amount
in the same currency as such overdue amount is payable from and including such due date to but excluding the date of actual payment (as
well after as before judgment) at the rate per annum, calculated and compounded monthly, which is equal to the U.S. Base Rate plus
the Applicable Margin plus 2.00% per annum (but, for avoidance of doubt, such 2.00% shall not be payable in duplication of any
increase in interest on an Event of Default that is continuing as set out in the definition of Applicable Margin). Such interest on overdue
amounts shall become due and be paid on demand made by the Administrative Agent.



 


		(c)	At any time that an Event of Default occurs and is continuing, the Applicable Margin shall, if the Administrative
Agent so notifies the Borrower, be increased by an additional 2.00% per annum.



 


		7.4	Selection of Interest Periods



 


With respect to each LIBOR Loan, the Borrower
shall specify in the Drawdown Notice, Conversion Notice or Rollover Notice, the duration of the Interest Period provided that:


 


		(a)	Interest Periods shall have a duration from one, two or three months or such other period as otherwise
requested and acceptable to the Administrative Agent (subject to availability and to the right of the Administrative Agent, in its discretion,
to restrict the term or maturity dates of Interest Periods);



 






    40 


     


    

 


		(b)	the first Interest Period for a LIBOR Loan shall commence on and include the day on which credit is obtained
by way of such Loan and each subsequent Interest Period applicable thereto shall commence on and include the date of the expiry of the
immediately preceding Interest Period applicable thereto;



 


		(c)	if any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended
to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest
Period shall be shortened to end on the immediately preceding Banking Day; and



 


		(d)	no Interest Period shall extend beyond the Maturity Date.



 


		7.5	Applicable Margin Adjustment



 


		(a)	On the second Banking Day following each date the Borrower delivers a compliance certificate to the Administrative
Agent pursuant to Section 11.1(b)(i) which discloses a Leverage Ratio at a Level which differs from the Level then in effect,
the Applicable Margin applicable to all Loans outstanding on the date any such change takes effect will be adjusted immediately, but without
retroactive effect.



 


		(b)	Notwithstanding the foregoing:



 


		(i)	the Applicable Margin shall be Level 1 in Schedule J on and from the date of this Agreement until the
conclusion of the first Fiscal Quarter following it; and



 


		(ii)	if the Borrower fails to deliver a compliance certificate to the Administrative Agent by the date required
to do so under Section 11.1(b)(i), the Leverage Ratio shall be deemed as from such date to be at Level IV until such failure is cured,
at which time the Applicable Margin shall be determined in accordance with the table set forth in Schedule J, but without any adjustments
having retroactive effect.



 


		7.6	Fees



 


		(a)	The Borrower shall pay to the Administrative Agent (for the account of each Lender with respect to its
Pro Rata Share) a fee computed at the rate of twenty-five percent (25%) of the Applicable Margin in effect per annum (based on
the actual number of days in the relevant calendar year, whether three hundred sixty-five (365) or three hundred sixty-six (366), as the
case may be) on the average unused portion of the Total Commitment Amount during each applicable Fiscal Quarter (or portion thereof) in
accordance with this Section 7.6.



 


		(b)	The commitment fee described in Section 7.6(a) above, shall accrue from the date of the signing
of this Agreement until the earlier of (i) the last day of the Availability Period; and (ii) the date on which the Facility
is fully drawn or cancelled.



 


		(c)	The accrued commitment fee is payable on the last day of each successive Fiscal Quarter which ends during
the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the Total Commitment
Amount at the time the cancellation is effective



 


		(d)	The Borrower shall pay all other fees in the amount and manner agreed between any Finance Party and the
Borrower in any Fee Letter.



 






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Article 8

RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS


 


		8.1	Conditions of Credit



 


The obtaining or maintaining of credit under this Agreement shall be
subject to the terms and conditions contained in this Article 8.


 


		8.2	Increased Costs



 


		(a)	Increased Costs Generally. If from time to time any Change in Law shall:



 


		(i)	impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;



 


		(ii)	subject any Finance Party to any Tax of any kind whatsoever with respect to this Agreement (other than
Excluded Taxes), any extension of credit made by it, or change the basis of taxation of payments to such Lender in respect thereof, except
for Indemnified Taxes covered by Section 8.6 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender;
or



 


		(iii)	impose on any Lender or any applicable interbank market or any other condition with respect to the matters
in this Agreement, cost or expense affecting this Agreement or any extension of credit made by such Lender or participation therein;



 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any extension of credit (or of maintaining its obligation to make
any such extension of credit) or to reduce the amount of any sum received or receivable by such Lender under this Agreement (whether of
principal, interest or any other amount), then upon request of such Lender from time to time the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered, such amount or amounts
to be determined in the sole and absolute discretion of the relevant Lender, acting reasonably.


 


		(b)	Capital and Liquidity Requirements. If any Lender determines in its sole and absolute discretion
that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding
capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the
capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Individual Commitment of such Lender or
the extensions of credit made by it, to a level below that which such Lender or its holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of its holding company with respect to, as applicable,
capital adequacy or liquidity requirements), then from time to time the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or its holding company for any such reduction suffered, such amount or amounts to be determined in the
sole and absolute discretion of the relevant Lender, acting reasonably.



 


		(c)	Certificates for Reimbursement. A certificate of a Lender setting
forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph
(a) or (b) of this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered
to the Borrower from time to time shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due
on any such certificate within 10 days after receipt thereof.



 






    42 


     


    

 


		(d)	Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender’s right to demand such compensation, except that the Borrower shall
not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than
six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Finance Party’s intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs
or reductions is retroactive, in which case the six-month period referred to above shall be extended to include the period of retroactive
effect thereof.



 


		(e)	Dodd Frank and Basel III. Notwithstanding any other provision in this Agreement, no Lender shall
demand compensation pursuant to this Section 8.2 in respect of a Change in Law arising from the Dodd-Frank Wall Street Reform and
Consumer Protection Act or Basel III and all requests, rules, guidelines, requirements or directives thereunder or otherwise in this Agreement
if it shall not at the time be the general policy or practice of such Lender, as determined by such Lender, to demand such compensation
in similar circumstances and under comparable provisions of other credit agreements, if any. For avoidance of doubt, this Section shall
not impose an obligation on a Lender to provide information regarding compensation claimed and/or paid under any other specific credit
agreement; provided that such Lender shall, upon request from the Borrower, provide a written certificate of a senior officer of the Lender
to the Borrower that it is the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable
provisions of other credit agreements.



 


		8.3	Failure to Fund as a Result of Change of Circumstances



 


If (i) any Lender but not all of the Lenders
who have Individual Commitments seeks additional compensation pursuant to Section 8.2(a) or 8.2(b), or (ii) any Lender
becomes a Defaulting Lender or an Non-FATCA Compliant Lender (any Lender described in paragraphs (i) and (ii) of this Section 8.3,
for the purposes of this Section, the “Affected Lender”), then the Borrower may indicate to the Administrative Agent
in writing that the Borrower desires to replace the Affected Lender with one or more of the other Lenders, and the Administrative Agent
shall then forthwith give notice to the other Lenders that any such Lender or Lenders may, in the aggregate, advance all (but not part)
of the Affected Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Affected
Lender’s Individual Commitment and obligations under the Facility and acquire all (but not part) of the rights of the Affected Lender
and assume all (but not part) of the obligations of the Affected Lender under each of the other Finance Documents to the extent they relate
to the Facility (but in no event shall any other Lender or the Administrative Agent be obliged to do so). If one or more Lenders shall
so agree in writing (in this Agreement collectively called the “Assenting Lenders” and individually called an “Assenting
Lender”) with respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Assenting Lender
and the Individual Commitment and the obligations of such Assenting Lender under the Facility and the rights and obligations of such Assenting
Lender under each of the other Finance Documents to the extent they relate to the Facility shall be increased by its respective pro
rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender’s Pro Rata Share of
such credit and Individual Commitment and obligations under the Facility and rights and obligations under each of the other Finance Documents
to the extent they relate to the Facility on a date mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting
Lenders shall extend to the Borrower the Affected Lender’s Pro Rata Share of such credit and shall prepay to the Affected Lender
the advances of the Affected Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Affected
Lender under this Agreement, and, upon such advance and prepayment by the Assenting Lenders, the Affected Lender shall cease to be a “Lender”
for purposes of this Agreement and shall no longer have any rights or obligations under this Agreement. Upon the assumption of the Affected
Lender’s Individual Commitment as aforesaid by an Assenting Lender, Schedule A shall be deemed to be amended to increase the Individual
Commitment of such Assenting Lender by the respective amounts of such assumption. For certainty, the Borrower shall not be required to
pay an Affected Lender that is a Defaulting Lender in respect of breakage costs or other amounts required to be paid as a result of prepayment
to such Lender.


 






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		8.4	Indemnity Relating to Credits



 


Upon notice from the Administrative Agent to the
Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay
to the Administrative Agent or the relevant Lender such amount or amounts as will compensate the Administrative Agent or the relevant
Lender for any loss, cost or expense incurred by them:


 


		(a)	in the liquidation or redeposit of any funds acquired by any such Lender to fund or maintain any portion
of a LIBOR Loan as a result of:



 


		(i)	the failure of the Borrower to borrow or make repayments on the dates specified under this Agreement or
in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any
time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or



 


		(ii)	the repayment or prepayment of any amounts on a day other than the payment dates prescribed in this Agreement
or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at
any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above).



 


		(b)	Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss,
cost or expense if such loss, cost or expense is sustained or incurred by such Lender while it is a Defaulting Lender.



 


		8.5	Indemnity for Transactional and Environmental Liability



 


		(a)	The Borrower hereby agrees to indemnify and hold the Administrative Agent, and each Lender and each of
their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”)
free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities
and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification
under this Agreement is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts
paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”),
incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to:



 


		(i)	the extension of credit contemplated in this Agreement;



 


		(ii)	any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds
of any credit extended under this Agreement;



 


		(iii)	any actual or threatened investigation, litigation or other proceeding relating to any credit extended
or proposed to be extended as contemplated in this Agreement; or



 


		(iv)	the execution, delivery, performance or enforcement of the Finance Documents and any instrument, document
or agreement executed pursuant to this Agreement, except for any such Indemnified Liabilities that a court of competent jurisdiction determined
arose on account of the relevant Indemnified Party’s gross negligence or willful misconduct or breach by such Indemnified Party
of its obligations under the Finance Documents.



 






    44 


     


    

 


		(b)	Without limiting the generality of the indemnity set out in Section 8.5(a), the Borrower hereby further
agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of
action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable
and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and
every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered
by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of:



 


		(i)	the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from,
any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor or
any Specified Entity of any Hazardous Material, contaminant, pollutant or waste; and



 


		(ii)	any other violation of or liability pursuant to an Environmental Law with respect to any Obligor or Specified
Entity, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that
a court of competent jurisdiction determined arose on account of the relevant Indemnified Party’s gross negligence or willful misconduct.



 


		(c)	In case any claim, demand, action, cause of action or suit is threatened or brought against any Indemnified
Party, (i) such Indemnified Party shall promptly notify Borrower of such, (ii) such Indemnified Party shall not settle any such
claim for which indemnity is required hereunder without the prior written consent of Borrower and (iii) if requested by Borrower,
such Indemnified Party shall permit Borrower to assume control of the defense and settlement of any claim for which indemnity is required
hereunder and such Indemnified Party and such Indemnified Party shall cooperate and assist in such defense of such claim if reasonably
requested to do so by Borrower.



 


		(d)	All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment
of the outstanding credit under this Agreement and the termination of this Agreement. The obligations provided for in this Section 8.5
shall not be reduced or impaired by any investigation made by or on behalf of the Finance Parties.



 


		(e)	The Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on
the Borrower by this Section 8.5, each Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the
benefit of their respective shareholders, officers, directors, employees and agents.



 


		(f)	If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable,
the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under Applicable
Law.



 


		(g)	The indemnity under this Section 8.5 shall not apply to matters specifically dealt with in Sections
8.2, 8.4, 8.6 or 11.1(f).



 


		(h)	Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss,
cost or expense if such loss, cost or expense is sustained or incurred by such Lender while it is a Defaulting Lender.



 


		8.6	Gross-Up for Taxes



 


		(a)	Any and all payments made by or on behalf of the Borrower under this Agreement or under any other Finance
Document (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of a Finance Party shall
be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any and all
present or future Taxes except to the extent that such deduction or withholding is required by law or the administrative practice of any
Official Body. If any such Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit
of a Finance Party, the Borrower shall:



 






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		(i)	promptly notify the Administrative Agent of such requirement;



 


		(ii)	with respect to Indemnified Taxes, pay to such Finance Party in addition to the Payment to which such
Finance Party is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Finance
Party (free and clear of, and net of, any such Indemnified Taxes, including the full amount of any Indemnified Taxes required to be deducted
or withheld from any additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower or
such Finance Party) equals the full amount the Finance Party, would have received had no such deduction or withholding been required;



 


		(iii)	make such deduction or withholding;



 


		(iv)	pay to the relevant Official Body in accordance with Applicable Law the full amount of Taxes required
to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by
the Borrower, to the Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and



 


		(v)	as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt
(or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Finance Party, evidencing such
payment to such Official Body.



 


		(b)	In addition, the Borrower agrees to pay any and all present or future Other Taxes.



 


		(c)	The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-Taxes basis, for the
full amount of Indemnified Taxes and Other Taxes. In addition, the Borrower hereby indemnifies and holds harmless each Finance Party for
all Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Administrative
Agent or such Finance Party, as applicable, and for all expenses, resulting from or relating to the Borrower’s failure to:



 


		(i)	remit to the Administrative Agent or such Finance Party the documentation referred to in Section 8.6(a)(v);
or



 


		(ii)	pay any Taxes or Other Taxes when due to the relevant Official Body (including, without limitation, any
Taxes imposed by any Official Body on amounts payable under this Section 8.6).



 


		(d)	The provisions of Section 8.6(c) shall apply whether or not such Indemnified Taxes or Other
Taxes were correctly or legally assessed. The Administrative Agent or any Finance Party who pays any Taxes or Other Taxes shall promptly
notify the Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the
obligations of the Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 20 days from the
date the Administrative Agent or the relevant Finance Party, as the case may be, makes written demand therefor accompanied by a certificate
as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such
amount.



 


		(e)	If the Borrower determines in good faith that a reasonable basis exists for contesting any Indemnified
Taxes for which a payment has been made under this Section 8.6, the relevant Finance Party shall, if so requested by the Borrower,
cooperate with the Borrower in challenging such Indemnified Taxes at the Borrower’s expense.



 






    46 


     


    

 


		(f)	If any Finance Party receives a refund of Taxes for which a payment has been made by the Borrower under
this Section 8.6, which refund in the good faith judgment of the Finance Party is attributable to the Indemnified Taxes giving rise
to such payment made by the Borrower, then such Finance Party shall reimburse the Borrower for such amount (if any, but not exceeding
the amount of any payment made under this Section 8.6 that gives rise to such refund), net of out-of- pocket expenses of such Finance
Party which the Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position
than it would have been in if such Taxes subject to indemnification and giving rise to such refund had not been deducted, withheld or
otherwise imposed and the indemnification payments or additional amounts in respect of such Taxes had never been paid. The Borrower, upon
the request of a Finance Party, agrees to repay such Finance Party any portion of any such refund paid over to the Borrower that a Finance
Party is required to repay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Finance
Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax
affairs in any particular manner so as to claim any refund. No Finance Party shall be obliged to disclose any information regarding its
tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(f) or any other provision
of this Section 8.6.



 


		(g)	Any Finance Party that is entitled to an exemption from or reduction of
withholding Taxes or Other Taxes (collectively, “Relevant Taxes”) under the law of the jurisdiction in which the Borrower
is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit such
payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, any Finance
Party, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if
any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Finance Party is subject to withholding or information reporting requirements. Notwithstanding the foregoing, no Finance
Party shall be required to deliver any documentation pursuant to this Section 8.6(g) that such Finance Party is not legally
able to deliver.



 


		(h)	Additional amounts payable under Section 8.6(a) have the same character as the Payments to which
they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a), in respect of interest payable
under a Finance Document, shall be payments of interest under such Finance Document. All payments made under this Section 8.6 shall
be subject to the provisions of this Section 8.6.



 


		(i)	The Borrower’s obligations under this Section 8.6 shall survive
without limitation the termination of the Facility and this agreement and all other Credit Documents and the permanent repayment
of the outstanding credit and all other amounts payable under this Agreement or the Credit Documents.



 


Article 9

REPAYMENTS AND PREPAYMENTS


 


		9.1	Repayment of Facility



 


Subject to the following sentence, the Borrower
shall repay to the Administrative Agent, for the account of the Lenders, in full the outstanding credit under the Facility on the Maturity
Date together with all accrued and unpaid interest thereon and all accrued and unpaid fees with respect thereto. Any payment of principal,
interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory,
at maturity or otherwise), at the request of Borrower, shall be applied to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent.


 






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		9.2	Extension of Maturity Date



 


		(a)	The Borrower may at any time during the Availability Period, on or before the date that is sixty (60)
days’ prior to then applicable Maturity Date, request in writing to the Administrative Agent (the “Extension Request”),
that this Agreement be amended to extend the then current Maturity Date to a date one year later than the then current Maturity Date.
A copy of the Extension Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 16.19.
Each Lender may, in its sole discretion and regardless of whether or not there is any Default under this Agreement, by written notice
to the Administrative Agent (the “Extension Response Notice”), not later than 35 days after the Administrative Agent’s
receipt of the Extension Request (the “Extension Response Period”), approve or decline the Extension Request. If any
such Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender shall be deemed to have declined
the Extension Request. If the Majority Lenders approve the Extension Request, the Administrative Agent shall notify the Borrower and the
Lenders of such approval and confirm the new Maturity Date, which new Maturity Date shall become effective on and from the Maturity Extension
Date for the Facility. If the Majority Lenders do not approve the Extension Request, the Administrative Agent shall notify the Borrower
and the Lenders and the Maturity Date shall not be extended.



 


		(b)	If the Majority Lenders but less than all of the Lenders under the Facility approve the Extension Request
within the Extension Response Period (the “Approving Lenders”), the following shall apply:



 


		(i)	On or before the second Banking Day after the Extension Response Period, the Administrative Agent shall
give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender under the Facility identifying
the Approving Lenders and Lender or Lenders under the Facility that have declined or are deemed to have declined the Extension Request
(the “Declining Lenders”) and their respective Individual Commitments with respect to the Facility.



 


		(ii)	Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the
Declining Lenders under the Credit Documents with respect to the Facility (all of such rights and obligations being herein called the
 “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”)
of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition
Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition
Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving
Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or
equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights
and obligations of the Declining Lenders under the Credit Documents with respect to the Facility. If more than one Approving Lender gives
an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount,
then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders
under the Credit Documents with respect to the Facility, such pro rata share being determined based on the relative Desired Acquisition
Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent
shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion
thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed in accordance with the procedures set out
in Section 18.5(c) on such date as the Approving Lender or Approving Lenders may select, provided that such date shall not be
later than the then-current Maturity Date (the “Maturity Extension Date”). If the Available Amount is not completely
acquired by the Approving Lenders, the Borrower may locate other Persons who are satisfactory to the Administrative Agent, acting reasonably,
and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Credit Documents on the
Maturity Extension Date of such year in accordance with the procedures set out in Section 18.5(c). Any outstanding credit extended
by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders shall, at the option of the Borrower, (x) remain
outstanding under this Agreement subject to the terms and conditions hereof but shall be repaid by the Borrower to the Declining Lender
in full on the then current Maturity Date (without giving effect to the Extension Request) or (y) be repaid in full by the Borrower.



 






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		9.3	Repayment of Credit Excess



 


In the event that there is a Credit Excess at
any time under the Facility, the Borrower shall repay to the Lenders on demand the amount of such Credit Excess.


 


		9.4	Voluntary Prepayments



 


Subject to Section 9.5, the Borrower shall
be entitled to prepay all or any portion of the outstanding Loans at any time, without penalty, provided that Section 8.4 shall be
complied with in connection with any such prepayment and any such prepayment of all or any portion of any Loan shall be in an amount of
no less than $2,000,000 and otherwise in integral multiples of $100,000 in excess thereof. Amounts under the Facility which have been
prepaid as aforesaid may be reborrowed. Other than any payments required pursuant to Section 8.4, there are no premiums, penalties
or other additional payments associated with any voluntary prepayments under this Section 9.4.


 


		9.5	Prepayment Notice



 


The Borrower shall give written notice to the
Administrative Agent of each voluntary prepayment pursuant to Section 9.4. Such notice (a “Prepayment Notice”)
shall be irrevocable and in the form attached as Schedule R, shall be given in accordance with Section 3.9 and shall specify:


 


		(a)	the date on which the prepayment is to take place; and



 


		(b)	the type and principal amount of the Loan or the portion thereof which is to be prepaid.



 


		9.6	Mandatory Prepayment



 


The Borrower will, as soon as reasonably possible
upon acquiring actual knowledge thereof, notify the Administrative Agent of any Change of Control (a “Change of Control Notice”).
The Borrower shall prepay in full all amounts outstanding under the Facility, on or within ninety (90) days of a Change of Control that
has not been approved by the Majority Lenders; provided however that if the Majority Lenders have failed to respond to a Change of Control
Notice prior to such ninetieth day, they will be deemed to have provided their approval to such Change of Control.


 


		9.7	Currency of Repayment



 


All payments and repayments of outstanding credit under this Agreement
shall be made in U.S. Dollars.






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Article 10

REPRESENTATIONS AND WARRANTIES


 





		10.1	Representations and Warranties



 


To induce the Lenders and the Administrative Agent
to enter into this Agreement and to induce the Finance Parties to extend credit under the Finance Documents, the Borrower hereby represents
and warrants to the Finance Parties as of the date hereof, as of the date of each extension of credit under this Agreement, and as of
the last day of each Fiscal Quarter, in each case, unless otherwise provided herein (provided that, for avoidance of doubt, any representations
and warranties which are made as of a specific date shall be as of such date), as follows and acknowledges and confirms that the Finance
Parties are relying upon such representations and warranties in entering into this Agreement and in extending credit under the Finance
Documents:


 


		(a)	Status and Power. Each Obligor:



 


		(i)	and each Specified Entity is a corporation duly incorporated and organized
and, where legally applicable, validly subsisting in good standing under the laws of its governing jurisdiction (except as otherwise
permitted by a Permitted Corporate Reorganization);



 


		(ii)	and each Specified Entity is duly qualified, registered or licensed in all jurisdictions where the nature
of its business makes such qualification, registration or licensing necessary and where the failure to do so would reasonably be expected
to have a Material Adverse Effect;



 


		(iii)	and each Specified Entity has all requisite corporate capacity, power and authority to own, hold under
licence or lease its properties, and to carry on its business as now conducted; and



 


		(iv)	has all necessary corporate capacity to enter into, and carry out the transactions contemplated by, the
Finance Documents to which it is a party.



 


		(b)	Authorization and Enforcement. All necessary action, corporate or otherwise, has been taken to
authorize the execution, delivery and performance by each Obligor of the Finance Documents to which it is a party. Each Obligor has duly
executed and delivered the Finance Documents to which it is a party. The Finance Documents to which each Obligor is a party are legal,
valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except to the extent that
the enforceability thereof may be limited by:



 


		(i)	applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting
the enforcement of creditors’ rights generally; and



 


		(ii)	the fact that the courts may deny the granting or enforcement of equitable remedies.



 


		(c)	Compliance with Other Instruments. The execution, delivery and performance by each Obligor of:



 


		(i)	the Finance Documents to which it is a party, and the consummation of the transactions contemplated herein
and therein, do not and will not conflict with, result in any breach or violation of, or constitute a default under, the terms, conditions
or provisions of, the charter or constating documents or by-laws of, or any shareholder agreement or declaration relating to, such Obligor;



 


		(ii)	the Finance Documents to which it is a party, and the consummation of the transactions contemplated herein
and therein, do not and will not conflict with, result in any material breach or violation of, or constitute a material default under,
the terms, conditions or provisions of, any law, regulation, judgment, decree or order binding on or applicable to such Obligor or to
which its material property is subject or of any Material Agreement or any Mining Licenses to which such Obligor or Specified Entity is
a party or is otherwise bound or by which such Obligor or Specified Entity benefits or to which material property is subject and do not
require the consent or approval of any Official Body which Official Body has jurisdiction over such Obligor or Specified Entity or its
property or any other party, other than any necessary consent or approval of the counterparties of the Material Agreements, Mining Licenses
and other instruments, which consent or approval has been obtained and remains in full force and effect.







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		(d)	Financial Statements.



 


		(i)	The consolidated financial statements of the Borrower and the combined financial statements of the LGJV
for the most recently completed Fiscal Quarter or Fiscal Year, as the case may be, were prepared in accordance with GAAP and no Material
Adverse Change has occurred in the condition, financial or otherwise, of the Borrower or the LGJV since the date of such financial statements.



 


		(ii)	The consolidated/combined balance sheets of each of the aforesaid financial statements presents in all
material respects a fair statement of the consolidated/combined financial condition and assets and liabilities of the Borrower and the
LGJV as at the date thereof and the consolidate/combined statements of operations, retained earnings and cash flows contained in the aforesaid
consolidated/combined financial statements fairly present in all material respects the results of the consolidated/combined operations
of the Borrower and the LGJV throughout the periods covered thereby.



 


		(iii)	Except to the extent reflected or reserved against in the aforesaid balance sheet (including the notes
thereto) and except as incurred in the ordinary and usual course of the consolidated/combined business of the Borrower and the LGJV, neither
the Borrower nor the LGJV has any outstanding Indebtedness or any liability or obligations (whether accrued, absolute, contingent or otherwise)
of a material nature customarily reflected or reserved against in a balance sheet (including the notes thereto) prepared in accordance
with GAAP.



 


		(iv)	The last day of the Borrower’s Fiscal Year is December 31 of each year and the last day of
the LGJV’s Fiscal Year is December 31 of each year.



 


		(e)	Litigation. There are no actions, suits, inquiries, claims or proceedings (whether or not purportedly
on behalf of any Obligor or any Specified Entity) pending or threatened in writing against or affecting any Obligor or Specified Entity
before any Official Body which in any case or in the aggregate could reasonably be expected to have a Material Adverse Effect.



 


		(f)	Title to Assets. Each Obligor has good and marketable title to its material property, assets and
undertaking, free from any Lien other than the Permitted Liens and each Specified Entity has good and marketable title to its material
property, assets and undertaking, free from any Lien other than the Permitted Liens.



 


		(g)	Conduct of Business.



 


		(i)	Neither any Obligor nor any Specified Entity is in violation of any agreement, mortgage, franchise, licence,
judgment, decree, order, statute, statutory trust, rule or regulation relating in any way to itself or to the operation of its business
or to its property or assets and which could reasonably be expected to have a Material Adverse Effect (except in the case of Anti-Corruption
Laws which shall not be so qualified by a Material Adverse Effect).







    51


     


    




		(ii)	Each Obligor and each Specified Entity holds all licenses, certificates of approval, approvals, registrations,
permits and consents which are required to operate its businesses where they are currently being operated except where the failure to
have such licenses, certificates of approval, approvals, registrations, permits and consents could not reasonably be expected to have
a Material Adverse Effect.



 


		(h)	Outstanding Defaults.



 


		(i)	No Default or Event of Default exists or would result from the incurring of any Secured Obligations by
any Obligor.



 


		(ii)	No event has occurred which constitutes or which, with the giving of notice, lapse of time or both, would
constitute a default under or in respect of any Material Agreement, Mining License, or material undertaking or instrument to which any
Obligor or Specified Entity is a party or to which its respective property or assets may be subject, and which could reasonably be expected
to have a Material Adverse Effect.



 


		(i)	Solvency Proceedings. Neither any Obligor nor any Specified Entity has:



 


		(i)	admitted its inability to pay its debts generally as they become due or failed to pay its debts generally
as they become due;



 


		(ii)	in respect of itself, filed an assignment or petition in bankruptcy or a petition to take advantage of
any insolvency statute;



 


		(iii)	made an assignment for the benefit of its creditors;



 


		(iv)	consented to the appointment of a receiver, custodian, trustee or liquidator of the whole or any substantial
part of its assets;



 


		(v)	filed a petition or answer seeking a reorganization, arrangement, adjustment or composition in respect
of itself under applicable bankruptcy laws or any other Applicable Law or statute of the United States or other applicable jurisdiction
or any subdivision thereof; or



 


		(vi)	been adjudged by a court having jurisdiction a bankrupt or insolvent, nor has a decree or order of a court
having jurisdiction been entered for the appointment of a receiver, liquidator, trustee or assignee in bankruptcy of any Obligor or Specified
Entity with such decree or order having remained in force and undischarged or unstayed for a period of thirty (30) days.



 


		(j)	Tax Returns and Taxes. Each Obligor and each Specified Entity has filed all income and other material
Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing and all Taxes upon
its respective properties and assets which are owing, except any such Taxes which are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its
books.



 


		(k)	Expropriation or Condemnation. There is no present or threatened (in writing to an Obligor or a
Specified Entity) expropriation or condemnation of the property or assets of any Obligor or any Specified Entity by an Official Body which
expropriation or condemnation would be reasonably to have a Material Adverse Effect.







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		(l)	Environmental Compliance.



 


		(i)	All facilities and property (including underlying groundwater) now or previously owned, leased, used or
operated by each Obligor or Specified Entity are owned or leased in compliance with all Environmental Laws except where any non- compliance
could not reasonably be expected to have a Material Adverse Effect;



 


		(ii)	Except as disclosed in Schedule Q, there are no pending or threatened (in writing to an Obligor or any
Specified Entity) claims, complaints, notices or requests for information received by any Obligor or Specified Entity from any Official
Body with respect to any alleged violation of any Environmental Law which alleged violation would reasonably be expected to have a Material
Adverse Effect;



 


		(iii)	There have been no Releases of any Hazardous Materials under or from any property now or previously owned,
operated, used or leased by any Obligor or any Specified Entity in violation of Environmental Laws except for Releases of any Hazardous
Materials which could not reasonably be expected to have a Material Adverse Effect;



 


		(iv)	Each Obligor and each Specified Entity has been issued and is in compliance with all permits, certificates,
approvals, licenses and other authorizations required under any Environmental Laws as of the date of this representation to carry on its
business except where any non-issuance or non-compliance could not reasonably be expected to have a Material Adverse Effect; and



 


		(v)	No conditions exist at, on or under any property owned, operated, used or leased by any Obligor or any
Specified Entity which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental
Law except for:



 


		(A)	customary reclamation obligations; and



 


		(B)	the existence of any such conditions or liability which could not reasonably be expected to have a Material
Adverse Effect.



 


		(m)	Proceeds of Crime and Terrorist. To the extent applicable, the Borrower and each Obligor, is in
compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or
executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA Patriot Act of 2001, as amended) (the “Patriot Act”). The Borrower operates in a country
that is a member of the Financial Action Task Force.



 


		(n)	Partnerships. No Obligor or Specified Entity, is, directly or indirectly, a member of, or a partner
or participant in, any partnership, joint venture or syndicate, save and except with respect to the joint venture under the LGJV Agreement.



 


		(o)	Corporate Structure. As at the date hereof, and hereafter, except
as such information may change as a result of a transaction permitted hereby and reported to the Administrative Agent in accordance with
Section 11.1(b)(i), the chart attached to this Agreement as Schedule I accurately sets out the corporate structure of the
Obligors, and each Specified Entity and evidences (i) intercorporate share ownership as of the date of this Agreement and (ii) ownership
of the Mine.



 


		(p)	Employee Benefit Plans. Each Employee Benefit Plan mandated
by an Official Body that is intended to qualify for special tax treatment meets all of the requirements for such treatment and has obtained
all necessary approvals of each relevant Official Body. No Employee Benefit Plan has any unfunded liabilities, determined in accordance
with GAAP, that have not been fully accrued on the most recent consolidated financial statements of the Borrower or that will not be fully
offset by insurance. All Employee Benefit Plans are registered where required by, and are in good standing under, all Applicable Laws.







    53


     


    




		(q)	Mining Licenses. The Mining Licenses have been validly granted and recorded in the name of, and
are owned by the applicable Specified Entity and are in full force and effect, except as provided in the Disclosure Certificate. The Mining
Licenses grant the holders thereof the exclusive right to extract minerals from the areas covered by the Mining Licenses in accordance
with the respective terms and conditions thereof and applicable thereto. Except as disclosed in the Disclosure Certificate, as such disclosure
may be updated from time to time to the extent required pursuant to Section 11.1(b):



 


		(i)	no Person has any material right, title or interest in or to the Mining Licenses other than Permitted
Liens; and



 


		(ii)	except for Permitted Liens, all fees, including maintenance fees, and other payments due to any Official
Body in respect of the Mining Licenses have been paid in full on a timely basis, except as would not materially interfere with the use
made by the applicable Specified Entity of the Mining Licenses.]



 


		(r)	Authorizations for the Mining Operations. All material authorizations (including those required
under Environmental Laws), concessions, mining rights, water rights, easements, leases, surface rights, rights of way and other property
rights and other rights necessary for the Mining Operations as of the relevant date this representation is made and necessary for maintaining
and preserving the rights of the relevant Obligors and each Specified Entity therein are in full force and effect and are sufficient to
permit the Mining Operations in all material respects as contemplated by the Financial Model, in each case other than those which:



 


		(i)	are not now necessary and which are expected to be obtained in the ordinary course of business by the
time they are necessary (those that are in existence as at the date hereof with respect to presently planned future operations are listed
in the relevant Disclosure Certificate); or



 


		(ii)	the failure to have or to obtain in due course would not reasonably be expected to result in a Material
Adverse Effect, and



 


		(iii)	no Obligor nor any Specified Entity has taken any action or omitted to take any action, and to, the Knowledge
of the Borrower, no other Person has taken any action or omitted to take any action, which could result in the forfeiture, loss, adverse
change, non-renewal or non- issuance of any such authorization, concession, mining right, water right, easement lease, surface right,
right-of-way, property right or other right which has or would reasonably be expected to have a Material Adverse Effect.



 


		(s)	Disclosure Certificate. Other than as may be updated from time to time pursuant to Section 11.1(b),
all information in each Disclosure Certificate is hereby certified to be true and correct in all material respects as at the date of delivery
of such Disclosure Certificate.



 


		(t)	Assets Insured. The property and assets of each Obligor and each Specified Entity are insured with
insurers, in amounts, for risks and otherwise which are reasonable in relation to such property and assets (subject to the amount of such
deductibles as are reasonable in light of industry practice) against loss or damage, and there has been no default or failure by the party
or parties insured under the provisions of such policies of insurance maintained which would prevent the recovery by any Obligor or Specified
Entity insured thereunder of the full amount of any material insured loss.



 






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		(u)	Intellectual Property. Each Obligor and each Specified Entity owns or licenses or otherwise has
the right to use all Intellectual Property that is used in the operation of its businesses and, to the knowledge of the Obligors, without
conflict with the rights of any other Person (other than any Intellectual Property the absence of which or any such conflict with respect
to which would not reasonably be expected to have a Material Adverse Effect). Neither any Obligor nor any Specified Entity has received
any written notice of any claim of infringement or similar claim or proceeding relating to any of the Intellectual Property which if determined
against such Obligor could reasonably be expected to have a Material Adverse Effect. No present or former employee of any Obligor or any
Specified Entity and no other Person owns or claims in writing to own or has or claims in writing to have any interest, direct or indirect,
in whole or in part, in any of the Intellectual Property of such Obligor or Specified Entity that could reasonably be expected to have
a Material Adverse Effect.
	 	 	 



		(v)	Capital of Obligors and Specified Entities. The authorized and issued capital of each Obligor (other
than the Borrower) and each Specified Entity and the owner of record of all such issued capital, is as set forth in the Disclosure Certificate
of such Obligor and all of the issued Shares have been issued by each Obligor and Specified Entity and are outstanding as fully paid and,
where applicable, non-assessable. There are no outstanding warrants, options or other agreements which require or may require the issuance
of any Shares of any Obligor (other than the Borrower) or Specified Entity or the issuance of any debt or securities convertible into
Shares of any Obligor (other than the Borrower), there are no outstanding debt or securities convertible into Shares of any Obligor (other
than the Borrower) or Specified Entity and there are no Shares allotted of any Obligor (other than the Borrower) or Specified Entity for
issuance. Other than the LGJV Agreement, there is no unanimous shareholder agreement with respect to any Obligor.



 


		(w)	Liens. The Liens granted to the Administrative Agent pursuant to the Security Documents are fully
perfected first priority Liens in and to the Secured Assets of the relevant Obligor and Wholly-Owned Specified Entity in accordance with
the Security Documents, subject only to Permitted Liens which by their nature rank in priority to the Security and will, upon the acquisition
of additional Secured Assets by each Obligor and Wholly-Owned Specified Entity, constitute first charges or security interests (subject
to Liens which by their nature have priority to the Security) upon all such Secured Assets of each such Obligor and Wholly-Owned Specified
Entity free and clear of all Liens except Permitted Liens.



 


		(x)	Consents, Approvals, etc. No consents, approvals, acknowledgements, undertakings, non-disturbance
agreements, directions or other documents or instruments which have not already been provided to, or the requirement for delivery waived
by, the Administrative Agent are required to be entered into by any Person:



 


		(i)	to make effective the Security created or intended to be created by the Obligors in favour of the Administrative
Agent pursuant to the Security Documents, save and except for such Material Agreements that require consent of the counterparty to be
assigned;



 


		(ii)	to ensure the perfection and the intended priority of such Security other than the consents and approvals
referred to in the last sentence of Section 10.1(c) and filings contemplated under the Security Documents; and



 


		(iii)	to implement the transactions contemplated hereby.



 


		(y)	Material Agreements. Each Material Agreement is in full force
and effect.



 


		(z)	Anti-bribery Activities. No part of the proceeds of any Loan will be used by any Obligor, or any
of its Subsidiaries or Affiliates, directly or, to the Knowledge of the Borrower, indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of Anti-Corruption Laws.







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		(aa)	Sanctions Laws. None of the transactions contemplated by the Finance Documents violates any Sanctions.
Furthermore, the Borrower nor any of its Subsidiaries or Affiliates, their respective directors and officers and, for the Borrower and
its Subsidiaries and Affiliates, also including their respective, employees) is a Sanctioned Person and the Borrower nor any of its Subsidiaries
or Affiliates (including, in the case of the Borrower and its Subsidiaries, their respective directors, officers, employees and agents)
engages in any dealings or transactions, or is otherwise associated, with a Sanctioned Person.



 


		(bb)	Anti-Money Laundering Legislation. The Borrower has adopted and maintains adequate procedures and
controls to ensure that it and the other Obligors and each Specified Entity are in compliance with all Anti-Money Laundering and Terrorism
Legislation.



 


		(cc)	Regulation T, U or X. The Borrower is not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock, and no proceeds of any credit obtained under this Agreement shall be used for a purpose which
violates, or would be inconsistent with, Regulation T, U or X of the FRB. Terms for which meanings are provided in Regulation T, U or
X of the FRB or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.



 


		(dd)	Government Regulation. Neither the Borrower nor any Obligor is subject to regulation under the
Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither the Borrower
nor any Obligor is a “registered investment company” or a company “controlled” by a “registered investment
company” or a “principal underwriter” of a “registered investment company” as such terms are defined in
the Investment Company Act of 1940.



 


		(ee)	Location of Assets. Neither any Obligor nor any Specified Entity carries on business, has an office
or owns any properties or assets located, outside of the Permitted Jurisdictions.



 


		(ff)	Royalties. There are no royalties, net smelter return obligations, streaming or prepaid delivery
arrangements, production-based Taxes or similar levies on mineral production payable with respect to any mine owned directly or indirectly
by an Obligor or any Specified Entity except the Royalties. There are no overdue amounts owing thereunder and no Obligor nor any Specified
Entity is in default under or in breach of, in either case in any material respect, of any term or condition thereof.



 


		(gg)	No Omissions. None of the representations and statements of fact set forth in this Section 10.1
omits to state any material fact necessary to make any such representation or statement of fact not misleading in any material respect.



 


		(hh)	Ownership of LGJV. The Borrower has the legal and beneficial ownership of its Participating Interest
(as defined in the LGJV Agreement) in the LGJV, which such Participating Interest is seventy per cent (70%) on the date of this Agreement.



 


		10.2	Survival of Representations and Warranties



 


All of the representations and warranties of the
Borrower contained in Section 10.1 shall survive the execution and delivery of this Agreement until the Secured Obligations Termination
Date, notwithstanding any investigation made at any time by or on behalf of any Finance Party.






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Article 11

COVENANTS





 


		11.1	Affirmative Covenants



 


The Borrower hereby covenants and agrees with
the Administrative Agent and the other Finance Parties that, until the Secured Obligations Termination Date, and unless waived in writing
in accordance with Section 16.15:


 


		(a)	Prompt Payment. The Borrower shall duly and punctually pay, or cause to be duly and punctually
paid to the Finance Parties all amounts payable by each Obligor under the Finance Documents to which it is a party at the times and places
and in the currency and manner mentioned therein.



 


		(b)	Financial Reporting. The Borrower shall furnish the Administrative Agent with the following statements
and reports:



 


		(i)	within ninety (90) days after the end of each Fiscal Year, copies of the audited consolidated financial
statements of the Borrower and audited combined financial statements of the LGJV for such Fiscal Year together with the auditors’
report on such audited financial statements in form satisfactory to the Majority Lenders, acting reasonably;



 


		(ii)	within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year the unaudited
consolidated financial statements of the Borrower and unaudited combined financial statements of the LGJV in form satisfactory to the
Majority Lenders, acting reasonably;



 


		(iii)	concurrent with the deliveries of financial statements pursuant to Section 11.1(b)(i) and
11.1(b)(ii) above, a duly executed and completed compliance certificate, in the form attached as Schedule C and signed by a senior
financial officer of the Borrower and written notification of any material change in the information certified in the Disclosure Certificate.
For the purposes of this Section 11.1(b)(iii), a change shall be deemed to be “material” if the non-notification
of same to the Administrative Agent would adversely impact the Mining Operations or cause a Material Adverse Effect.



 


		(iv)	within thirty (30) days after the end of each calendar month, an operating report including details of
the operations of the Mine;



 


		(v)	within ninety (90) days after the end of each Fiscal Year, a Financial Model (which Financial Model shall
be substantially consistent with the Financial Model delivered to the Administrative Agent pursuant to Section 12.2(h));



 


		(vi)	such other statements, reports, documents and information as the Majority Lenders may reasonably request
from time to time, including, without limitation, any information or documentation reasonably requested by a Lender from time to time
based on applicable “know your customer” and Applicable Laws pertaining to Anti-Corruption Laws and Anti-Money Laundering
Laws.



 


		(c)	Use of Proceeds.



 


		(i)	The Borrower shall apply all of the proceeds of the Facility for general corporate purposes, including
for Permitted Investments, Permitted Acquisitions and the Permitted Refinancing. The Borrower shall not, directly or indirectly, use the
proceeds of the Facility, or lend, contribute or otherwise make available such proceeds to any Person, for the purpose of funding or facilitating
any business of or with any Sanctioned Person or in any country which is subject to Sanctions at such time, nor in any other manner, in
each case as will result in a violation of any Sanctions by, or could reasonably result in the imposition of Sanctions against, any Person
(including any Person participating in the transactions contemplated hereby, whether as Lender or otherwise).







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		(ii)	The Borrower shall ensure that any credit extended under the Facility is not used solely for the purposes
of accumulating or maintaining Cash in one or more accounts (including, for greater certainty, any depository, investment or securities
account) maintained by the Obligors outside the ordinary course of its business.



 


		(iii)	The Borrower shall only request a Loan when the funds are intended to be used and will in fact be used
strictly for the specific and legitimate business purposes described in this Section 11.1(c).



 


		(d)	Insurance. The Borrower shall, and shall cause each other Obligor and, shall use reasonable commercial
efforts to cause each Specified Entity to, insure and keep insured, with insurers, for risks, in amounts in a manner consistent with industry
practice and otherwise upon terms satisfactory to the Lenders acting reasonably, all of such Obligor’s or such Specified Entity’s
assets, property and undertaking. All premiums for such insurance shall be paid by the relevant Obligor or Specified Entity when due,
and certificates of insurance and, if requested, photocopies of the policies shall be delivered to the Administrative Agent on an annual
basis. The Borrower shall promptly notify the Administrative Agent of any loss, damage, or destruction to the relevant Secured Assets,
whether or not covered by insurance, in excess of $10,000,000. If, an Event of Default exists, the Administrative Agent shall collect
the insurance proceeds directly and no Obligor or Specified Entity shall enter into any settlement agreement with the applicable insurance
company without the prior written consent of the Administrative Agent. For certainty, any insurance proceeds arising from the relevant
Secured Assets on or after the Enforcement Date shall be applied in accordance with Section 16.25.



 


		(e)	Access to Senior Financial Officers. Upon the request of the Administrative Agent at reasonable
intervals, the Borrower shall, and shall cause each other Obligor to, make available its Chief Executive Officer, Chief Financial Officer
and Chief Operating Officer, and such other financial and technical officers as the Chief Executive Officer, the Chief Financial Officer
or Chief Operating Officer may approve, to answer questions concerning such Obligor’s business and affairs including in respect
of the LGJV.



 


		(f)	Reimbursement of Expenses. The Borrower shall:



 


		(i)	reimburse the Administrative Agent on demand for all reasonable and documented out-of- pocket costs, charges
and expenses incurred by or on behalf of the Administrative Agent (including, without limitation, the reasonable and documented fees,
disbursements and other charges of:



 


		(A)	one primary counsel and any local or special counsel to the Administrative Agent; and



 


		(B)	after the occurrence and during the continuance of an Event of Default that is continuing any insurance,
environmental and social or other consultants (which fees shall include, for certainty, the costs for environmental and insurance audits
and studies required by the Administrative Agent)) in connection with its due diligence as well as the negotiation, preparation, execution,
delivery, syndication (including printing and distribution expenses, whether by electronic means such as SyndTrak, with a third party
distributor or otherwise, and reasonable out-of-pocket expenses incurred in connection with bank meetings), participation, administration
and interpretation of the Finance Documents or the amendment, modification, interpretation, enforcement or waiver hereof or thereof, and
the closing documentation ancillary to the completion of the transactions contemplated hereby and thereby and any amendments and waivers
to this Agreement and thereto (whether or not consummated or entered into), the charges of Syndtrak and any lien search fees and lien
registration fees;







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		(ii)	reimburse each Finance Party’s agents or officers, on demand, for all reasonable and documented
out-of-pocket expenses of such agents or officers in connection with any visit of the nature referred to in Section 11.1(h); provided
such reimbursement shall be subject to the limitations contained in such Section and in no event shall not exceed amounts which would
be permitted under Borrower’s then-current employee travel expense reimbursement policy; and



 


		(iii)	reimburse the Administrative Agent and the Lenders, on demand, for all out-of-pocket costs, charges and
expense incurred by or on behalf of any of them (including the fees, disbursements and other charges of counsel) in connection with the
enforcement of the Finance Documents.



 


		(g)	Notice of Expropriation or Condemnation, Litigation and Default/Event of Default. The Borrower
shall promptly notify the Lenders in writing of:



 


		(i)	the commencement or the written threat of any expropriation or condemnation of any material assets, property
or undertaking of any Obligor, Specified Entity or of the institution of any proceedings related thereto;



 


		(ii)	any actions, suits, inquiries, disputes, claims or proceedings (whether or not purportedly on behalf of
an Obligor) commenced or threatened in writing to an Obligor or Specified Entity against or affecting an Obligor or Specified Entity before
any Official Body which in any case or in the aggregate could reasonably be expected to have a Material Adverse Effect;



 


		(iii)	any material developments in respect of any litigation disclosed to the
Administrative Agent pursuant to paragraph (ii), above;



 


		(iv)	upon the occurrence of either a Default or an Event of Default, the nature and date of occurrence of such
Default or Event of Default, the Borrower’s assessment of the duration and effect thereof and the action which the Borrower proposes
to take with respect thereto; and



 


		(v)	any non-compliance by an Obligor or Specified Entity with the Environmental Laws which would reasonably
be expected to result in a Material Adverse Effect.



 


		(h)	Inspection of Assets and Operations. Subject at all times to:



 


		(i)	safety and security protocols;



 


		(ii)	public health guidance and protocols of each applicable member of the Adjusted Consolidated Borrower Group
with respect to the COVID-19 virus; and



 


		(iii)	Applicable Law,



 


the Borrower shall, and shall cause
each Obligor or Specified Entity (as applicable) to, permit representatives of the Administrative Agent and the Lenders from time to time
to inspect the assets, property or undertaking (including, for certainty, the Mine) of any Obligor or Specified Entity and for that purpose
to enter on any property which is owned and controlled by any Obligor or Specified Entity and where any of the material Secured Assets
of any Obligor may be situated during reasonable business hours and, unless, in each case, a Default has occurred and is continuing, (x) upon
reasonable prior written notice and (y) provided that, unless a Default has occurred and is continuing, no such inspections may occur
more than once in any twelve month period. All such inspections while a Default has occurred and is continuing and the one (1) inspection
per Fiscal Year shall be at the cost of the Borrower, provided that, where there is no Default no more than two (2) representatives
of each of the Administrative Agent or the Lenders shall attend as part of any inspection.






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		(i)	Corporate Existence. The Borrower shall and, except as part of a Permitted Corporate Reorganization,
shall cause each other Obligor and each Specified Entity to, maintain its corporate existence in good standing and qualify and remain
duly qualified to carry on business and own property in each jurisdiction where the nature of its business makes such qualification necessary,
except where failure to be so qualified would not reasonably have a Material Adverse Effect.



 


		(j)	Conduct of Business. The Borrower shall, and shall cause each other Obligor and each Specified
Entity to, conduct its business according to prudent industry practice, and otherwise in such a manner so as to comply with Applicable
Laws, so as to observe and perform all its obligations, under leases, licences (including the Mining Licenses) and agreements necessary
for the conduct of its business, except where such non- compliance, non-observance or non-performance could not reasonably be expected
to have a Material Adverse Effect (save and except for Anti-Corruption Laws and Sanctions which shall not be so qualified by a Material
Adverse Effect). The Borrower shall, and shall cause each other Obligor and each Specified Entity to, conduct its business in such a manner
so as to comply with all Environmental Laws except where any non-compliance could not reasonably be expected to result in a Material Adverse
Effect. The Borrower shall, and shall cause each other Obligor to, perform all obligations incidental to any trust imposed upon it by
statute and shall ensure that any breaches of the said obligations and the consequences of any such breach shall be promptly remedied
where such non-performance would reasonably be expected to have a Material Adverse Effect. The Borrower shall, and shall cause each other
Obligor and each Specified Entity to, obtain and maintain all material licenses, permits, government approvals, franchises, authorizations
and other rights necessary for the operation of its business except where failure to so obtain such licenses, permits, government approvals,
franchises, authorizations and rights could not reasonably be expected to have a Material Adverse Effect.



 


		(k)	Taxes. The Borrower shall, and shall cause each other Obligor and each Specified Entity to, pay
all income and other material Taxes levied, assessed or imposed upon it and upon its property or assets or any part thereof, as and when
the same become due and payable, save and except when and so long as the validity of any such Taxes is being contested in good faith by
appropriate proceedings and reserves are being maintained in accordance with generally accepted accounting principles.



 


		(l)	Environmental Matters. The Borrower shall, and shall cause each other Obligor and each Specified
Entity to, promptly notify the Administrative Agent and provide copies upon receipt (and in any event no later than ten (10) Banking
Days following such receipt) of all written claims, complaints, notices or inquiries relating to the condition of its facilities and properties
or material compliance with Environmental Laws and shall proceed diligently to resolve any such claims, complaints, notices or inquiries
relating to material compliance with Environmental Laws which in any case or in the aggregate could reasonably be expected to have a Material
Adverse Effect and provide such information and certifications which the Administrative Agent may reasonably request from time to time
to evidence compliance with this Section 11.1(l).



 


		(m)	Leverage Ratio. The Borrower shall at all times maintain the Leverage Ratio at less than or equal
to 3.00 to 1 and shall calculate the Leverage Ratio as at the last day of each Fiscal Quarter.







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		(n)	Liquidity Amount. The Borrower shall at all times maintain a minimum Liquidity Amount of $20 million,
which such Liquidity Amount shall be tested on the last day of each Fiscal Quarter.






 


		(o)	Interest Coverage Ratio. The Borrower shall at all times maintain the Interest Coverage Ratio at
greater than or equal to 4.00 to 1 and shall calculate the Interest Coverage Ratio as at the last day of each Fiscal Quarter.



 


		(p)	Books and Records. The Borrower shall, and shall cause each Obligor and each Specified Entity to,
keep proper books of account and records covering all its business and affairs on a current basis, make full, true and correct entries
of its transactions in such books, set aside on its books from their earnings all such proper reserves as required by generally accepted
accounting principles and permit representatives of the Administrative Agent to inspect such books of account, records and documents and
to make copies therefrom during reasonable business hours. The Borrower will, and shall cause each Obligor and each Specified Entity to,
permit the Finance Parties or any of their respective representatives during reasonable business hours to inspect any and all of its properties
and operations (including any particular mine), to visit all of its offices or any other location where relevant personnel or records
are located, to discuss its financial matters with its officers and to examine (and photocopy extracts from) any of its books or other
corporate records or any instrument, document or correspondence. All such inspections while a Default has occurred and is continuing and
otherwise up to one inspection per Fiscal Year shall be at the cost of the Borrower.



 


		(q)	Guarantors. No more than 45 days after either (i) the designation of a Material Subsidiary
of the Borrower or (ii) the Borrower, directly or indirectly, acquires a Material Subsidiary:



 


		(i)	the Borrower shall cause such Material Subsidiary to duly execute and deliver to the Administrative Agent
an accession agreement in the form attached as Schedule N;



 


		(ii)	the Borrower shall, and shall cause such Material Subsidiary to, duly execute and deliver to the Administrative
Agent one or more Security Documents in order to charge all of such Material Subsidiary’s Secured Assets as security for its Secured
Obligations and to charge all of such Material Subsidiary’s Shares as security for the Secured Obligations of the owner of such
Shares;



 


		(iii)	the Borrower shall deliver, or cause to be delivered to, the Administrative Agent, in form and substance
satisfactory to the Administrative Agent:



 


		(A)	a duly certified copy of the constating documents and by-laws or similar documents of such Material Subsidiary;



 


		(B)	a certificate of status or good standing for such Material Subsidiary issued by the appropriate governmental
body or agency of the jurisdiction in which such Material Subsidiary is incorporated, if applicable;



 


		(C)	a duly certified copy of the resolution of the board of directors or shareholders of such Material Subsidiary
authorizing it to execute, deliver and perform its obligations under each Finance Document to which such Material Subsidiary is a signatory
and a duly certified copy of the resolution of the board of directors or shareholders (if required under the constating documents or by-laws
of such Material Subsidiary) of such Material Subsidiary authorizing the pledge of all of its issued and outstanding Shares to the Administrative
Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant
Security Documents;







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		(D)	a certificate of an officer of such Material Subsidiary, in such capacity, setting forth specimen signatures
of the individuals authorized to sign each Finance Document to which such Material Subsidiary is a signatory;



 


		(E)	a Disclosure Certificate signed by an officer of such Material Subsidiary;



 


		(F)	share certificates representing all of the issued and outstanding Shares of such Material Subsidiary (to
the extent such Shares are certificated), in each case duly endorsed in blank for transfer or attached to duly executed stock transfers
and powers of attorney or as otherwise required under Applicable Law;



 


		(G)	an opinion of such Material Subsidiary’s counsel addressed to the Finance Parties and their counsel,
relating to the status and capacity of such Material Subsidiary, the due authorization, execution and delivery and the validity and enforceability
of the applicable Finance Documents in, inter alia, the jurisdiction of incorporation of such Material Subsidiary and such other matters
as the Administrative Agent may reasonably request; and



 


		(H)	requisite information to identify each such Material Subsidiary under the applicable “know your
client” legislation, delivered sufficiently in advance for each Lender to complete such identification to their satisfaction;



 


		(iv)	the Borrower shall cause such additional Security Documents or amendments to existing Security Documents
to be executed and delivered to permit the pledge of the Shares of such Material Subsidiary;



 


		(v)	the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals,
acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements
and transactions referred to in this Agreement; and



 


		(vi)	except as otherwise provided in the relevant Security Documents, all documents and instruments shall have
been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries
of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments
to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, acting reasonably,
are desirable or required to make effective the Security and the intended first-ranking priority of such Security (subject to Permitted
Liens which have priority by their nature) following the registration and recordation of such documents and instruments;



 


For greater certainty, notwithstanding
the aforementioned 45 day period which the Borrower has to cause such Material Subsidiary to, among other things, execute and deliver
a Guarantee, such Material Subsidiary shall, for all purposes of this Agreement, be a Guarantor under this Agreement on the date it became
a Material Subsidiary. Furthermore, in the event that the Borrower is working in good faith with the Administrative Agent to comply with
this Section 11.1(q) but is unable to deliver the documentation required thereby within the required time period, the Administrative
Agent, in its sole discretion, may extend the time period.


 


		(r)	Maintenance of Assets. Except as permitted in Section 11.2(c), the Borrower shall, and shall
cause each other Obligor and Wholly-Owned Specified Entity to, maintain in good repair, working order and condition (reasonable wear,
tear and obsolescence excepted) all of its Secured Assets.







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		(s)	Violations of Anti-Money Laundering and Terrorism Laws. If it obtains actual knowledge that (i) any
holder of a direct or indirect equity or financial interest in it or in any Specified Entity or (ii) any Obligor or any of its Subsidiaries
or any Specified Entity is the subject of any enforcement action or restriction under the Anti-Corruption Laws, Anti-Money Laundering
and Terrorism Legislation and/or Sanctions, the Borrower shall promptly notify the Administrative Agent in writing thereof. Upon the request
of the Administrative Agent, the Borrower shall promptly provide any information the Administrative Agent believes is reasonably necessary
to be delivered to comply with any Anti- Corruption Laws, Anti-Money Laundering and Terrorism Legislation, Sanctions and/or Applicable
Laws pertaining to “know your customer” standards.



 


		(t)	Security.



 


		(i)	Each Obligor shall maintain and preserve the Security created by the Security Documents and the priority
of such Security.



 


		(ii)	Each Obligor shall, and shall cause each Wholly-Owned Specified Entity to, promptly at any time required
by the Administrative Agent and in any event no later than 20 days from receipt of notice from the Administrative Agent of such requirement,
grant create such further Security, execute such further documents (whether public or private) and/or grant assurances in favour or for
the benefit of the Administrative Agent for itself and for the benefit of the Finance Parties, and do all such acts and things as the
Administrative Agent shall from time to time require over or in relation to all or any of its assets, rights or interests which are in
the opinion of the Administrative Agent material to secure all obligations and liabilities (whether present or future) that the Obligors
may have under any Finance Document or to perfect (in accordance with any relevant Security Document) or protect the Finance Parties'
security over all or any part of the assets, rights or interests of the Obligors or any Wholly-Owned Specified Entity.



 


		(u)	Joint Venture Agreement. The Borrower shall ensure that the
Administrative Agent is provided in a timely manner with copies of any material notices or communications made by the participants of
the LGJV, including notices of the Corporation Board, OpCo Board and Partner (as each such term is defined in the LGJV Agreement) meetings
or decisions to be made (including at least 5 days prior notice of any decisions which fall within the scope of section 3.5 of the LGJV
Agreement), and copies of all records or minutes of Corporation Board, OpCo Board and Partner meetings. The Borrower shall pay all Cash
Calls (as defined in the LGJV Agreement), and any other amounts required to be paid under the LGJV Agreement as and when required.



 


		11.2	Restrictive Covenants



 


The Borrower hereby covenant and agree with the
Administrative Agent and the other Finance Parties that, until the Secured Obligations Termination Date, and unless waived in writing
in accordance with Section 16.15:


 


		(a)	Liens. The Borrower shall not, and shall not permit or suffer any other Obligor or Specified Entity
to, enter into or grant, create, assume or suffer to exist any Lien affecting any of their respective properties, assets or undertaking,
whether now owned or hereafter acquired, save and except only for the Permitted Liens.



 


		(b)	Corporate Existence. The Borrower shall not, and shall not permit or suffer any other Obligor or
Specified Entity to, take part in any Corporate Reorganization or Capital Reorganization other than pursuant to a Permitted Reorganization.







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		(c)	Disposition of Assets. The Borrower shall not and, other than pursuant to a Permitted Reorganization,
shall not suffer or permit any other Obligor or any Specified Entity to, Dispose of any of their respective assets other than Dispositions
of:



 


		(i)	inventory disposed of in the ordinary course of business including, for avoidance pursuant to doubt, the
Offtake Agreements, and the Royalty Agreements;



 


		(ii)	other assets of any Obligor or Specified Entity not related to the Mine, the Net Disposition Proceeds
of which in any Fiscal Year do not exceed $10,000,000 for such Fiscal Year;



 


		(iii)	worn out, unserviceable or obsolete equipment;



 


		(iv)	property and assets of an Obligor or Specified Entity to another Obligor or Specified Entity, provided
that if the disposing Obligor has granted a Lien in favour of the Administrative Agent over the asset or property subject to such disposal,
equivalent security over such asset or property shall be granted in favour of the Administrative Agent by the acquiring Obligor substantially
concurrently with such Obligor’s acquisition of such asset or property, in each case, on terms and conditions satisfactory to the
Administrative Agent,



 


each a “Permitted Disposition”.


 


For the avoidance of doubt, a Restricted
Forward Sale Transaction shall not constitute a commodity sale transaction in the ordinary course of business for the purposes of this
Section.


 


		(d)	Risk Management Agreements. The Borrower shall not, and shall not suffer or permit any other Obligor
or Specified Entity to, enter into any Risk Management Agreement other than a Permitted Risk Management Agreement.



 


		(e)	Amendments. The Borrower shall not, nor shall the Borrower suffer or permit any other Obligor or
any Specified Entity to,



 


		(i)	as it relates to any Obligor (other than the Borrower) or any Specified Entity, amend their articles of
incorporation to restrict the ability to transfer Shares of such Obligor;



 


		(ii)	amend any Royalty to increase the payments owing by any Obligor or any Specified Entity thereunder; or



 


		(iii)	amend any other Material Agreement if such amendment would reasonably be
expected to have a Material Adverse Effect after taking into account the current economic and industry conditions of the applicable
Obligor.



 


		(f)	Distributions. The Borrower shall not, and shall not suffer or permit any other Obligor to, declare
or pay any Distributions (other than Distributions by such Obligor to the Borrower) except if:



 


		(i)	the aggregate amount of all such Distributions in any Fiscal Year is $25,000,000
or less; unless no amounts are outstanding under the Facility prior to such Distribution and the Facility is not used to make such
Distribution, in which case, the restriction on the amount of such Distributions under this Section 11.2(f)(i) and the Leverage
Ratio under Section 11.2(f)(ii)(B) shall not apply;



 


		(ii)	immediately following such Distribution:



 


		(A)	the Borrower is in full compliance with the financial covenants set out in Sections 11.1(m), 11.1(n),
and 11.1(o), after; and



 


		(B)	the Leverage Ratio is less than or equal to 1.50:1.00; and



 


		(iii)	no Default or Event of Default is continuing or would be caused by such payment.







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		(g)	Indebtedness. The Borrower shall not, and shall not suffer or permit any other Obligor or Specified
Entity to, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.



 


		(h)	Investments. The Borrower shall not, and shall not permit any other Obligor or Specified Entity
to, make any Investments other than Permitted Investments. Other than in respect of the Permitted Refinancing, the Borrower agrees that
it will not exercise any rights which it may acquire by way of rights of subrogation under any Permitted Investments to which it is a
party, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from any Obligor or Specified Entity, in
respect of any payment made under any Permitted Investments or otherwise, until following all Secured Obligations are paid in full. Any
amount paid to the Borrower on account of any such subrogation rights prior to all Secured Obligations are paid in full shall be held
in trust for the benefit of the Administrative Agent and shall immediately be paid and turned over to the Administrative Agent for the
benefit of the Finance Parties in the exact form received by the Borrower (duly endorsed in favor of the Administrative Agent, if required),
to be credited and applied against the Obligations, whether matured or unmatured.



 


		(i)	Acquisitions. The Borrower shall not, and shall not suffer or permit any other Obligor or Specified
Entity to, make any Acquisitions other than Permitted Acquisitions.



 


		(j)	Transactions with Affiliates. The Borrower shall not, and shall not permit any other Obligor or
Specified Entity to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its Affiliates other than such transactions (x) solely
between Obligors and/or Specified Entities) or (y) in the ordinary course of business at prices and on terms and conditions not less
favourable to such Obligor than could be obtained on an arm’s length basis from unrelated third parties. The Borrower shall not,
and shall not suffer or permit any Obligor to, enter into any transaction or series of transactions with Affiliates of any of the Obligors
(other than another Obligor and/or Specified Entity), which involve an outflow of money or other property from such Obligor to an Affiliate
of any of the Obligors, including payment of management fees, affiliation fees, administration fees, compensation, salaries, asset purchase
payments or any other type of fees or payments similar in nature, other than on terms and conditions substantially as favourable to such
Obligor as would be obtainable by such Obligor in a reasonably comparable arm’s length transaction with a Person other than an Affiliate
of such Obligor.



 


		(k)	Business Activities. The Borrower shall not and shall not permit any other Obligor or Specified
Entity to, engage in any business activity other than the exploration, development, mining, construction, milling and operation of prospects
for the mining industry and any activity related, complimentary or incidental thereto.



 


		(l)	Streaming, Metal Prepay, Royalty and Offtake Finance Arrangements. The
Borrower shall not, and shall not suffer or permit any other Obligor or any Specified Entity to be a party to any streaming, prepaid metal
sales financing arrangements (other than Permitted Indebtedness) with respect to metals not yet produced or to any royalty arrangement
(other than the Royalty Agreements) or to any offtake finance agreement (other than the Offtake Agreements entered into in the
ordinary course and any provisional or true-up payments thereunder). For avoidance of doubt, a prepayment of a metal held in inventory,
or in process, and not yet poured and vaulted shall not constitute Permitted Indebtedness.



 


		(m)	Change of Name or Jurisdiction of Formation.



 


		(i)	No Obligor shall changes its legal name or its jurisdiction of formation.



 


		(ii)	No Specified Entity shall change its legal name (other than as a result of the MPR-Servicios Merger) or
its jurisdiction of formation or the jurisdiction of its location.







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		(n)	Joint Venture. The Borrower shall not, nor shall the Borrower suffer
or permit any other Obligor or any Specified Entity to, without the prior written consent of the Majority Lenders (such consent not to
be unreasonably withheld or delayed), amend the LGJV Agreement where such amendment would reasonably be expected to have a Material Adverse
Effect after taking into account the current economic and industry conditions of the applicable Obligor. The Borrower shall not,
nor shall the Borrower suffer or permit any other Obligor or any Specified Entity to, take, or omit to take, any action which may reasonably
be expected to result in:






 


		(i)	a dilution of the Borrower’s Participating Interest (as defined in the LGJV Agreement) in the LGJV;



 


		(ii)	the Borrower losing the right to attend meetings of, or participate in, the decisions of the Corporation
Board, OpCo Board and Partner (as each such term is defined in the LGJV Agreement) meetings;



 


		(iii)	the ability of any other participant in the LGJV to enforce any security interest created under the LGJV
Agreement,



 


without the prior written consent of
the Majority Lenders, not to be unreasonably withheld or delayed.


 


		11.3	Performance of Covenants by Administrative Agent



 


The Administrative Agent may, on the instructions
of the Majority Lenders and upon notice by the Administrative Agent to the Borrower, perform any covenant of the Borrower under this Agreement
which the Borrower fails to perform or cause to be performed after demand for performance has been made and which the Administrative Agent
is capable of performing, including any covenants the performance of which requires the payment of money, provided that the Administrative
Agent shall not be obligated to perform any such covenant on behalf of the Borrower and no such performance by the Administrative Agent
shall require the Administrative Agent to further perform the Borrower’s covenants or shall operate as a derogation of the rights
and remedies of the Finance Parties under this Agreement or as a waiver of such covenant by the Administrative Agent. Any amounts paid
by the Administrative Agent as aforesaid shall be reimbursed by the Lenders in their Pro Rata Shares and shall be repaid by the Borrower
to the Administrative Agent on behalf of the Lenders on demand.


 


Article 12

CONDITIONS PRECEDENT TO OBTAINING CREDIT


 


		12.1	Conditions Precedent to All Credit



 


The obligation of the Lenders to extend credit
under this Agreement is subject to fulfilment of the following conditions precedent on the date such credit is extended:


 


		(a)	the Borrower shall have complied with the requirements of Article 4, Article 5 or Article 6,
as the case may be, in respect of the relevant credit;



 


		(b)	no Default or Event of Default has occurred and is continuing or would arise immediately after giving
effect to or as a result of such extension of credit, and the financial covenants set forth in Sections 11.1(m) to 11.1(o) would
be met on a pro forma basis; and



 


		(c)	the representations and warranties of the Borrower contained in Section 10.1 shall be true and correct
on the date such credit is extended (including, after giving effect to such extension of credit) as if such representations and warranties
were made on such date (other than representations and warranties made as of a specified date, which shall be true and correct in all
material respects as of such specified date).







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		12.2	Conditions Precedent to Initial Extension of Credit.



 


The obligations of the Lenders to extend credit
under this Agreement for the first time (the “Initial Extension of Credit”) shall be subject to the prior or concurrent
fulfillment or waiver of the following conditions precedent on or prior to July 31, 2021:


 


		(a)	the conditions precedent set forth in Section 12.1 have been fulfilled or waived;



 


		(b)	each Obligor shall have duly executed and delivered to the Administrative Agent each of the Credit Documents
to which it is a party, including the Credit Documents referenced in Schedule B in each case in form and substance satisfactory to the
Administrative Agent;



 


		(c)	the Administrative Agent has received:



 


		(i)	a duly certified copy of the articles of incorporation, articles of amalgamation, articles of association
or similar documents and by-laws of each Obligor and each Specified Entity;



 


		(ii)	a certificate of status or good standing for each Obligor and, subject to reasonable commercial efforts,
each Specified Entity, in either case, issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor
and Specified Entity is incorporated or otherwise formed;



 


		(iii)	a duly certified copy of the resolution of the board of directors of each Obligor authorizing it to execute,
deliver and perform its obligations under each Credit Document to which such Obligor is a signatory;



 


		(iv)	a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the
individuals authorized to sign the Credit Documents to which such Obligor is a signatory;



 


		(v)	a certificate of a senior officer of the Borrower, in such capacity, certifying that, to the best of his
knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the initial extension of credit
under this Agreement;



 


		(vi)	certificates representing all of the issued and outstanding Shares of the Obligors (other than the Borrower
and only to the extent such shares are certificated) and the Specified Entities, duly endorsed in blank or accompanied by an executed
stock transfer power of attorney;



 


		(vii)	an executed Disclosure Certificate;



 


		(viii)	to the extent not delivered pursuant to Section 12.2(c)(vii), certified true copies of the Material
Agreements;



 


		(ix)	an opinion of counsel to the Borrower addressed to the Finance Parties and their counsel relating to the
status and capacity of the Borrower, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability
of the Credit Documents to which the Borrower and each other Obligor is a party as of the date hereof, in the jurisdiction where the Secured
Assets are located and/or the jurisdiction of incorporation or formation of the Borrower and each other Obligor and such other matters
as the Administrative Agent may reasonably request;



 


		(x)	the Title Opinion;







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		(xi)	a payout letter addressed to the Administrative Agent in customary form in respect of the Dowa Term Loan;






 


		(xii)	evidence that the Permitted Refinancing has been completed or evidence that irrevocable arrangements have
been entered into to complete the Permitted Refinancing (which irrevocable arrangements shall include an escrow agreement among the Administrative
Agent, the Borrower, MPR, Operaciones, Dowa and a suitable and qualified escrow agent to specify the flow of funds in connection with
the Permitted Refinancing);



 


		(xiii)	evidence that an equity offering of the Borrower has been successfully completed in a sufficient amount
to complete the Permitted Refinancing (together with the proceeds of this Facility, if necessary); and



 


		(xiv)	requisite information to identify the Obligors under the applicable “know your client” legislation,
Anti-Corruption Laws and Anti-Money Laundering and Terrorism Legislation, delivered sufficiently in advance for each Lender to complete
such identification;



 


		(d)	there shall exist no pending or threatened (in writing to an Obligor) litigation, proceedings or investigations
which (i) contests the consummation of the Facility or any part thereof or (ii) could reasonably be expected to have a Material
Adverse Effect;



 


		(e)	all material licenses, permits, government approvals, land rights, franchises, authorizations and other
rights necessary for the operation of the Mine shall be in full force and effect;



 


		(f)	the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals,
acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements
and transactions referred to in this Agreement;



 


		(g)	with respect to all Security Documents governed by the laws of jurisdictions other than Mexico, all documents
and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all
jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements
contemplated in this Agreement, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative
Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, acting reasonably, are desirable or required
to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the
Security Documents and to ensure the perfection and the intended priority (subject to Permitted Liens) of such Security, provided that,
for avoidance of doubt, no consent, acknowledgement or other involvement shall be required from any counterparty to any Material Agreements
or any other agreement, license, contract or similar document;



 


		(h)	the Lenders shall have completed their due diligence review, which shall include, but shall not be limited
to, the review and assessment of: (i) the Obligors and Specified Entities, (ii) resource and reserve estimates with respect
to the Mine, (ii) the Financial Model, (iii) financial forecast, and (iv) legal due diligence with respect to the LGJV
Agreement and all Material Agreements;



 


		(i)	irrevocable arrangements satisfactory to the Administrative Agent providing for the repayment and cancellation
of the Dowa Term Loan;



 


		(j)	Confirmation of any amendments to the LGJV Agreement, in form and substance satisfactory to the Administrative
Agent;



 


		(k)	the Lenders and their counsel shall be satisfied, acting reasonably, that







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		(i)	all necessary approvals, acknowledgements, directions and consents have been given and that all relevant
laws have been complied with in respect of all agreements and transactions referred to in this Agreement; and



 


		(ii)	no Material Adverse Change has occurred since December 31, 2020,



 


		(l)	the Borrower shall have paid to the Administrative Agent (on its own behalf and on behalf of each other
Lender) all reasonable and documented fees and expenses required to be paid under this Agreement and under the Fee Letter; and



 


		(m)	the Borrower shall have paid all reasonable invoiced fees of the Administrative Agent’s professional
advisors required to be paid under this Agreement.



 


		12.3	Conditions Precedent to extensions of Credit beyond Initial Extension of Credit.



 


The obligations of the Lenders to extend credit
after the Initial Extension of Credit shall be subject to the prior or concurrent fulfillment or waiver of the following conditions precedent:


 


		(a)	evidence of repayment and cancellation of the Dowa Term Loan and discharge and release of any Liens in
connection therewith.



 


		12.4	Conditions Subsequent to Initial Extension of Credit



 


		(a)	With respect to all Security Documents governed by the laws of Mexico, within 30 days from the Closing
Date, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been
conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance
agreements contemplated in this Agreement, negotiable documents of title, ownership certificates and other documents and instruments to
the Administrative Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, acting reasonably, are
desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative
Agent pursuant to the Security Documents and to ensure the perfection and the intended priority (subject to Permitted Liens) of such Security,
provided that, for avoidance of doubt, no consent, acknowledgement or other involvement shall be required from any counterparty to any
Material Agreements or any other agreement, license, contract or similar document.



 


		(b)	No later than sixty (60) days from the Closing Date, deliver to the Administrative Agent an executed blocked
account agreement in form and substance satisfactory to the Administrative Agent for each bank account of the Borrower.



 


		12.5	Waiver



 


The terms and conditions of Sections 12.1 and
12.2 are inserted for the sole benefit of the Lenders, and the Lenders may waive them in accordance with Section 16.15, in whole
or in part, with or without terms or conditions, in respect of any extension of credit, provided that any terms and conditions of Section 12.1
may be waived by the Lenders in respect of any extension of credit without prejudicing their right to assert them in whole or in part
in respect of any other extension of credit.


 






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Article 13

DEFAULT AND REMEDIES


 


		13.1	Events of Default



 


Upon the occurrence of any one or more of the following events, unless
expressly waived in writing in accordance with Section 16.15:


 


		(a)	the breach by the Borrower of the provisions of Sections 9.1;



 


		(b)	the failure of any Obligor to pay any amount due under the Finance Documents (other than amounts due pursuant
to Sections 9.1) within two Banking Days after the payment is due;



 


		(c)	other than Permitted Reorganizations, the commencement by any Obligor or Specified Entity or by any other
Person of proceedings for the dissolution, liquidation or winding up of any Obligor or for the suspension of operations of any Obligor
(other than proceedings commenced by another Person which are diligently defended and discharged, vacated or stayed within forty five
(45) days after commencement thereof);



 


		(d)	if any Obligor or Specified Entity ceases or threatens to cease to carry on its business (other than as
part of a Permitted Corporate Reorganization) or is adjudged or declared bankrupt or insolvent or admits its inability to pay its debts
generally as they become due or fails to pay its debts generally as they become due or makes an assignment for the benefit of creditors,
petitions or applies to any tribunal for the appointment of a receiver or trustee for it or for any part of its property (or such a receiver
or trustee is appointed for it or any part of its property), or commences (or any other Person commences) any proceedings relating to
it under any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction whether now or hereafter in effect applicable to such Obligor or Specified Entity (provided that, if such proceedings are
commenced by any Person other than an Obligor, a Specified Entity, or an Affiliate thereof, such proceedings shall only constitute an
Event of Default if such proceedings are not being diligently defended and have not been discharged, vacated or stayed within sixty (60)
days after commencement), or by any act indicates its consent to, approval of, or acquiescence in, any such proceeding for it or for any
part of its property, or suffers the appointment of any receiver or trustee, sequestrator or other custodian;



 


		(e)	if any representation or warranty made by, or for and on behalf of, any Obligor in this Agreement or in
any other document, agreement or instrument delivered pursuant to this Agreement or referred to in this Agreement or any material information
furnished in writing to the Administrative Agent by any Obligor or Specified Entity proves to have been incorrect when made or furnished
which, if capable of being cured, has not been remedied within twenty (20) days after written notice to do so has been given by the Administrative
Agent to the Borrower;



 


		(f)	if a writ, execution, attachment or similar process is issued or levied against all or any portion of
the property of any Obligor or Specified Entity in connection with any judgment against it in an amount of at least $10,000,000, and such
writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed or otherwise being diligently
contested by appropriate action, in each case, within sixty (60) days after its entry, commencement or levy;



 


		(g)	any breach of any of Sections 11.1(c), 11.1(m), 11.1(n) and 11.1(o) or Section 11.2;



 


		(h)	the breach or failure of due observance or performance by any Obligor, or any Specified Entity of any
covenant or provision of any Finance Document (other than those previously referred to in this Section 13.1) or of any other document,
agreement or instrument delivered pursuant to this Agreement or thereto or referred to herein or therein to which the Administrative Agent
or any of the Lenders, as applicable, is a party and such breach or failure continues for fifteen (15) days after the earlier of (i) the
Borrower becoming aware of such breach or failure or (ii) the Administrative Agent giving the Borrower notice of such breach or failure;



 






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		(i)	if one or more encumbrancers, lienors or landlords take possession of any part of the property of any
Obligor or any Specified Entity or attempt to enforce their security or other remedies against such property and their claims remain unsatisfied
for such period as would permit such property to be sold thereunder and such property which has been repossessed or is capable of being
sold has an aggregate fair market value of at least $20,000,000;



 


		(j)	if (i) an event of default under any one or more agreements, indentures or instruments, under which
any Obligor or any Specified Entity has outstanding Indebtedness in an amount of at least $20,000,000 or under which another Person has
outstanding Indebtedness in an amount of at least $20,000,000 which is guaranteed by any Obligor, shall happen (with all applicable grace
periods having expired) and be continuing, or (ii) any Indebtedness of or guaranteed by any Obligor in an amount of at least $20,000,000
which is payable on demand is not paid on demand or within any applicable cure period provided;



 


		(k)	the expropriation, condemnation or confiscation of any material property of any Obligor or Specified Entity
(including, for certainty, the Mine) or any part thereof other than any part that has a fair market value of less than $10,000,000 and
that is not material for access to, or operation of, the Mine;



 


		(l)	any one or more of the Finance Documents is determined by a court of competent jurisdiction to cease in
whole or in part to be a legal, valid, binding and enforceable obligation of the Obligor party thereto;



 


		(m)	the validity, enforceability or priority of any of the Finance Documents is contested in any manner by
any Obligor;



 


		(n)	any Finance Document is terminated or rescinded (other than in accordance with its terms) or any Person
takes an action to terminate or rescind any Finance Document;



 


		(o)	any Security Document does not create legal, valid, binding and enforceable security over the assets charged
under that Security Document and, to the extent at the time the Borrower becomes aware of the same no Default or Event of Default has
occurred and is continuing, it is capable of being cured, such failure is not rectified within ten (10) days of the Borrower becoming
aware of the same;



 


		(p)	any Security Document does not constitute first ranking, priority security interest in the Secured Assets
(subject to Permitted Liens and Liens that by their nature have priority) and, to the extent at the time the Borrower becomes aware of
the same no Default or Event of Default has occurred and is continuing, it is capable of being cured, such failure is not rectified within
ten (10) days of the Borrower becoming aware of the same;



 


		(q)	a Material Adverse Change occurs;



 


		(r)	the occurrence of any event of default by an Obligor or any Specified Entity under any Royalty which has
not been remedied within any applicable grace period, if any, specified in the applicable Royalty;



 


		(s)	the occurrence of any unscheduled stoppage or disruption to substantially all mining and production
occurring at the Mine (other than as a result of the occurrence of a Force Majeure event), provided that no Event of Default shall be
deemed to have occurred under this Section 13.1(s) if: (A) such suspension is for sound operational reasons in accordance
with good industry practice, (B) such suspension would not reasonably be expected to last more than thirty (30) days, (C) the
Borrower has notified the Administrative Agent of such suspension and is otherwise in compliance with the terms of this Agreement and
(D) the Mine and its operations are restored and operating substantially as at the time prior to such suspension not later than ninety
(90) days after the commencement of such suspension;



 






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		(t)	the occurrence of a Force Majeure event with respect to the Mine which constitutes for any period longer
than 180 consecutive days;



 


		(u)	the termination of any Material Agreement, other than in accordance with its terms, where such termination
would reasonably result in a Material Adverse Effect;



 


		(v)	any failure to maintain any Mining License other than any Mining License that is not necessary or desirable
for the development and/or operation of the Mine; or



 


		(w)	if the Mine is abandoned or, other than during a Force Majeure, placed on care and maintenance,



 


the Administrative Agent (with the approval and
instructions of the Majority Lenders) may, by notice to the Borrower, terminate the Facility (provided, however, that the Facility shall
automatically terminate, without notice of any kind, upon the occurrence of an event described in Section 13.1(c) or 13.1(d) above)
and the Administrative Agent (with the approval and instructions of the Majority Lenders) may, by the same or further notice to the Borrower,
declare all Indebtedness of the Borrower to the Lenders pursuant to this Agreement to be immediately due and payable whereupon all such
Indebtedness shall immediately become and be due and payable without further demand or other notice of any kind, all of which are expressly
waived by the Borrower and the Administrative Agent may enforce the Security or cause the Security to be enforced (provided, however,
that all such Indebtedness of the Borrower to the Lenders shall automatically become due and payable, and the Administrative Agent shall
immediately become entitled to enforce the Security or cause the Security to be enforced without notice of any kind, upon the occurrence
of an event described in Section 13.1(c) or 13.1(d) above).


 


		13.2	Remedies Cumulative



 


The Borrower expressly agrees that the rights
and remedies of the Administrative Agent and the Lenders under this Agreement are cumulative and in addition to and not in substitution
for any rights or remedies provided by law. Any single or partial exercise by the Administrative Agent or any Lender of any right or remedy
for a default or breach of any term, covenant or condition in this Agreement does not waive, alter, affect or prejudice any other right
or remedy to which the Administrative Agent or such Lender may be lawfully entitled for the same default or breach. Any waiver by the
Administrative Agent with the approval of the Majority Lenders or all of the Lenders in accordance with Section 16.15 of the strict
observance, performance or compliance with any term, covenant or condition of this Agreement is not a waiver of any subsequent default
and any indulgence by the Lenders with respect to any failure to strictly observe, perform or comply with any term, covenant or condition
of this Agreement is not a waiver of the entire term, covenant or condition or any subsequent default. No failure or delay by the Administrative
Agent or any Lender in exercising any right shall operate as a waiver of such right nor shall any single or partial exercise of any power
or right preclude its further exercise or the exercise of any other power or right.


 


		13.3	Set-Off



 


In addition to any rights now or hereafter granted
under Applicable Law, and not by way of limitation of any such rights, the Administrative Agent and each Lender is authorized, at any
time that an Event of Default has occurred and is continuing without notice to the Borrower or to any other Person, any such notice being
expressly waived by the Borrower, to set-off, appropriate and apply any and all deposits, matured or unmatured, general or special, and
any other Indebtedness at any time held by or owing by the Administrative Agent or such Lender, as the case may be, to or for the credit
of or the account of the Borrower against and on account of the obligations and liabilities of the Borrower which are due and payable
to the Administrative Agent or such Lender, as the case may be, under the Finance Documents.


 






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Article 14

Guarantee and indemnity


 


		14.1	Guarantee and Indemnity



 


Each Guarantor irrevocably and unconditionally jointly and severally:


 


		(a)	guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's obligations
under the Finance Documents;



 


		(b)	undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or
in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;
and



 


		(c)	indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that
Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability
shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.



 


		14.2	Continuing guarantee



 


This guarantee is a continuing guarantee and will extend to the ultimate
balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in
part.


 


		14.3	Reinstatement



 


		(a)	If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations
of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:



 


		(b)	the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had
not occurred; and



 


		(c)	each Finance Party shall be entitled to recover the value or amount of that security or payment from each
Obligor, as if the payment, discharge, avoidance or reduction had not occurred.



 


		14.4	Waiver of defences



 


		(a)	The obligations of each Guarantor under this Section 14.4 will not be affected by an act, omission,
matter or thing which, but for this Section, would reduce, release or prejudice any of its obligations under this Section 14.4 (without
limitation and whether or not known to it or any Finance Party) including:



 


		(b)	any time, waiver or consent granted to, or composition with, any Obligor or other person;



 


		(c)	the release of any other Obligor or any other person under the terms of any composition or arrangement
with any creditor of any member of the Group;



 


		(d)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect,
take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



 






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		(e)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members
or status of an Obligor or any other person;



 


		(f)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more
onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose
of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document
or security;



 


		(g)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document
or any other document or security; or



 


		(h)	any insolvency or similar proceedings.



 


		14.5	Immediate recourse



 


Each Guarantor waives any right it may have of
first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or
claim payment from any person before claiming from that Guarantor under this Section 14.5. This waiver applies irrespective of any
law or any provision of a Credit Document to the contrary.


 


		14.6	Appropriations



 


		(a)	Until all amounts which may be or become payable by the Obligors under or in connection with the Finance
Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:



 


		(b)	refrain from applying or enforcing any other moneys, security or rights held or received by that Finance
Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it
sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and



 


		(c)	hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any
Guarantor's liability under this Article 14.



 


		14.7	Deferral of Guarantors' rights



 


		(a)	Until all amounts which may be or become payable by the Obligors under or in connection with the Finance
Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may
have by reason of performance by it of its obligations under the Finance Documents:



 


		(i)	to be indemnified by an Obligor;



 


		(ii)	to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;
and/or



 


		(iii)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights
of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the
Finance Documents by any Finance Party.



 


		(b)	If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold
that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties
by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly
pay or transfer the same to the Administrative Agent or as the Administrative Agent may direct for application in accordance with Section 3.7
(Remittance of Payments) of this Agreement.



 






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		14.8	Release of Guarantors' right of contribution



 


		(a)	If any Guarantor (a "Retiring Guarantor") ceases to be a Guarantor in accordance with
the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring
Guarantor ceases to be a Guarantor:



 


		(b)	that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present
or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any
other Guarantor of its obligations under the Finance Documents; and



 


		(c)	each other Guarantor waives any rights it may have by reason of the performance of its obligations under
the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance
Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such
rights or security are granted by or in relation to the assets of the Retiring Guarantor.



 


		14.9	Additional security



 


This guarantee is in addition to and is not in
any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.


 


Article 15

U.S. SPECIAL RESOLUTION REGIME


 


		15.1	Acknowledgement of U.S. Special Resolution Regime



 


		(a)	The Parties to this Agreement acknowledge and agree that in the event that a Covered Entity becomes subject
to a proceeding under a U.S. Special Resolution Regime, and to the extent that this Agreement, and any other Finance Document would constitute
QFCs pursuant to the U.S. Special Resolution Regime (the “Covered QFC”), the transfer of the Covered QFC (and any interest
and obligation in or under, and any property securing, the Covered QFC), from such Covered Entity will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if the Covered QFC, and any interest and obligation in or
under, and any property securing, the Covered QFC, were governed by the laws of the United States or a State of the United States. In
the event a Covered Entity or a BHCA Affiliate of such Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights with respect to the Covered QFC that may be exercised against such Covered Entity are permitted to be exercised
to no greater extent than such Default Rights could be exercised under such U.S. Special Resolution Regime if the Covered QFC were governed
by the laws of the United States or a State of the United States.



 


		(b)	For the avoidance of doubt, these provisions shall apply only to the extent mandated by the U.S. Special
Resolution Regime and shall not be construed to create any independent contractual restriction on the rights of the Parties other than
as required by the U.S. Special Resolution Regime.



 






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		15.2	Defined Terms



 


Capitalized terms in this Article 15 shall
have the following meanings:


 


“BHCA Affiliate” has the same
meaning as the term “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. 1841(k).


 


“C.F.R.” means the U.S. Code
of Federal Regulations.


 


“Covered Entity” means a Party
that is any of the following:


 


		(a)	a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 252.82(b);



 


		(b)	a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 47.3(b); or



 


		(c)	a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 382.2(b).



 


“Default Right” means, with
respect to the Covered QFC, any:


 


		(a)	right of a party, whether contractual or otherwise (including, without limitation, rights incorporated
by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to
liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set off or net amounts owing in respect
thereto (except rights related to same-day payment netting), exercise remedies in respect of collateral or other credit support or property
related thereto (including the purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than
a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount
of an economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder,
or any similar rights; and



 


		(b)	right or contractual provision that alters the amount of collateral or margin that must be provided with
respect to an exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount,
the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin transferred
by it to the other party or a custodian or that modifies a transferee’s right to reuse collateral or margin (if such right previously
existed), or any similar rights, in each case, other than a right or operation of a contractual provision arising solely from a change
in the value of collateral or margin or a change in the amount of an economic exposure;



 


provided
that, as used in this Agreement, the term “Default Right” does not include any right under a contract that allows a party
to terminate the contract on demand or at its option at a specified time, or from time to time, without the need to show cause.


 


“FDI Act” means the Federal
Deposit Insurance Act and the regulations promulgated thereunder.


 


“FDIC” refers to the Federal
Deposit Insurance Corporation.


 


“OLA” means Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 


“Party” refers to a Person
that is a party to this Agreement.


 


“Person” includes an individual,
bank, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organisation,
or any other form of entity.


 






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“Qualified
Financial Contract” or “QFC has the same meaning as in section 210(c)(8)(D) of Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (12 U.S.C. 5390(c)(8)(D)).


 


“State” means any state, commonwealth,
territory, or possession of the United States of America, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth
of the Northern Mariana Islands, American Samoa, Guam, or the United States Virgin Islands.


 


“U.S.C.” means the United States
Code.


 


“U.S. Special Resolution Regimes”
means the Federal Deposit Insurance Act (12 U.S.C. 1811-1835a) and regulations promulgated thereunder and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (12 U.S.C. 5381-5394) and regulations promulgated thereunder.


 


Article 16

THE ADMINISTRATIVE AGENT


 


		16.1	Appointment and Authorization of Administrative Agent



 


Each Finance Party hereby appoints and authorizes,
and hereby agrees that it will require any assignee of any of its interests in the Finance Documents (other than the holder of a participation
in its interests herein or therein) to appoint and authorize the Administrative Agent to take such actions as agent on its behalf and
to exercise such powers under the Finance Documents as are delegated to the Administrative Agent by such Finance Party by the terms hereof,
together with such powers as are reasonably incidental thereto. Neither the Administrative Agent nor any of its directors, officers, employees
or agents shall be liable to any of the Finance Parties for any action taken or omitted to be taken by it or them under this Agreement
or under the Finance Documents or in connection herewith or therewith, except for its own gross negligence or wilful misconduct and each
Finance Party hereby acknowledges that the Administrative Agent is entering into the provisions of this Section 16.1 on its own behalf
and as agent and trustee for its directors, officers, employees and agents.


 


		16.2	Interest Holders



 


The Administrative Agent may treat each Lender
set forth in Schedule A or the Person designated in the last notice delivered to it under Section 18.5 as the holder of all of the
interests of such Lender under the Credit Documents.


 


		16.3	Consultation with Counsel



 


The Administrative Agent may consult with legal
counsel selected by it as counsel for the Administrative Agent and the other Finance Parties and shall not be liable for any action taken
or not taken or suffered by it in good faith and in accordance with the advice and opinion of such counsel.


 


		16.4	Documents



 


The Administrative Agent shall not be under any
duty to the Finance Parties to examine, enquire into or pass upon the validity, effectiveness or genuineness of the Credit Documents or
any instrument, document or communication furnished pursuant to or in connection with the Credit Documents and the Administrative Agent
shall, as regards the Finance Parties, be entitled to assume that the same are valid, effective and genuine, have been signed or sent
by the proper parties and are what they purport to be.


 


		16.5	Administrative Agent as Finance Party



 


With respect to those portions of the Facility
made available by it, the Administrative Agent shall have the same rights and powers under the Credit Documents as any other Finance Party
and may exercise the same as though it were not the Administrative Agent. The Administrative Agent and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Obligors and their Affiliates and persons doing business with
the Obligors and/or any of their Affiliates as if it were not the Administrative Agent and without any obligation to account to the Finance
Parties therefor.


 






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		16.6	Responsibility of Administrative Agent



 


The duties and obligations of the Administrative
Agent to the Finance Parties under the Credit Documents are only those expressly set forth in this Agreement. The Administrative Agent
shall not have any duty to the Finance Parties to investigate whether a Default or an Event of Default has occurred. The Administrative
Agent shall, as regards the Finance Parties, be entitled to assume that no Default or Event of Default has occurred and is continuing
unless the Administrative Agent has actual knowledge or has been notified by the Borrower of such fact or has been notified by a Finance
Party that such Finance Party considers that a Default or Event of Default has occurred and is continuing, such notification to specify
in detail the nature thereof.


 


		16.7	Action by Administrative Agent



 


The Administrative Agent shall be entitled to
use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it on behalf of the Finance
Parties by and under this Agreement; provided, however, that the Administrative Agent shall not exercise any rights under Section 13.1,
the Security Documents or expressed to be on behalf of or with the approval of the Majority Lenders without the request, consent or instructions
of the Majority Lenders. Furthermore, any rights of the Administrative Agent expressed to be on behalf of or with the approval of the
Majority Lenders shall be exercised by the Administrative Agent upon the request or instructions of the Majority Lenders. The Administrative
Agent shall incur no liability to the Finance Parties under or in respect of any of the Credit Documents with respect to anything which
it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the
circumstances, except for its gross negligence or wilful misconduct. The Administrative Agent shall in all cases be fully protected in
acting or refraining from acting under any of the Credit Documents in accordance with the instructions of the Majority Lenders and any
action taken or failure to act pursuant to such instructions shall be binding on all Finance Parties. In respect of any notice by or action
taken by the Administrative Agent under this Agreement, the Borrower shall at no time be obliged to enquire as to the right or authority
of the Administrative Agent to so notify or act.


 


		16.8	Notice of Events of Default



 


In the event that the Administrative Agent shall
acquire actual knowledge or shall have been notified of any Default or Event of Default, the Administrative Agent shall promptly notify
the Lenders and shall take such action and assert such rights under Section 13.1 of this Agreement and under the other Credit Documents
as the Majority Lenders shall request in writing and the Administrative Agent shall not be subject to any liability by reason of its acting
pursuant to any such request. If the Majority Lenders shall fail for five Banking Days after receipt of the notice of any Default or Event
of Default to request the Administrative Agent to take such action or to assert such rights under any of the Credit Documents in respect
of such Default or Event of Default, the Administrative Agent may, but shall not be required to, and subject to subsequent specific instructions
from the Majority Lenders, take such action or assert such rights (other than rights under Section 13.1 of this Agreement or under
the other Credit Documents and other than giving an express waiver of any Default or any Event of Default) as it deems in its discretion
to be advisable for the protection of the Finance Parties except that, if the Majority Lenders have instructed the Administrative Agent
not to take such action or assert such rights, in no event shall the Administrative Agent act contrary to such instructions unless required
by law to do so.


 


		16.9	Holding of Security



 


The Administrative Agent declares that it shall
hold the Liens entrusted to it, the properties and assets charged thereby and the rights granted to it under each Finance Document, for
its own benefit and as Administrative Agent for the rateable benefit of each Lender and other Finance Party. The rights vested in the
Administrative Agent by any Finance Document shall be performed by the Administrative Agent in accordance with the provisions of this
Section 16.9.


 






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		16.10	Responsibility Disclaimed



 


		(a)	The Administrative Agent shall be under no liability or responsibility whatsoever as agent under this
Agreement:



 


		(i)	to the Borrower or any other Person as a consequence of any failure or delay in the performance by, or
any breach by, any Finance Party or Finance Parties of any of its or their obligations under any of the Credit Documents;



 


		(ii)	to any Finance Party or Finance Parties as a consequence of any failure or delay in performance by, or
any breach by, any Obligor of any of their respective obligations under any of the Credit Documents; or



 


		(iii)	to any Finance Party or Finance Parties for any statements, representations or warranties in any of the
Credit Documents or in any other documents contemplated hereby or thereby or in any other information provided pursuant to any of the
Credit Documents or any other documents contemplated hereby or thereby or for the validity, effectiveness, enforceability or sufficiency
of any of the Credit Documents or any other document contemplated hereby or thereby.



 


		(b)	Except as specifically provided in the Finance Documents, the Bookrunner and Mandated Lead Arranger has
no obligations of any kind to any other Finance Party under or in connection with any Finance Document.



 


		16.11	Indemnification



 


The Finance Parties agree to indemnify the Administrative
Agent (to the extent not reimbursed by the Borrower) pro rata in accordance with their relative Exposures from and against any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any nature
whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of
any of the Credit Documents or any other document contemplated hereby or thereby or any action taken or omitted by the Administrative
Agent under any of the Credit Documents or any document contemplated hereby or thereby, except that no Finance Party shall be liable to
the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or wilful misconduct of the Administrative Agent.


 


		16.12	Credit Decision



 


Each Lender represents and warrants to the Administrative Agent that:


 


		(a)	in making its decision to enter into this Agreement and to make its Pro Rata Share of the Facility available
to the Borrower, it is independently taking whatever steps it considers necessary to evaluate the financial condition and affairs of the
Obligors and that it has made an independent credit judgment without reliance upon any information furnished by the Administrative Agent;
and



 


		(b)	so long as any portion of the Facility is being utilized by the Borrower, it will continue to make its
own independent evaluation of the financial condition and affairs of the Obligors.



 






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		16.13	Successor Administrative Agent



 


Subject to the appointment and acceptance of a
successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which
consent shall not be required for so long as an Event of Default has occurred and is continuing), resign at any time by giving thirty
(30) days written notice thereof to the Borrower and the Finance Parties. Upon any such resignation, the Majority Lenders, with the prior
written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or
Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as an Event of Default has occurred and
is continuing), shall have the right to appoint a successor Administrative Agent who shall be one of the Lenders unless none of the Lenders
wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment
by the time of such resignation, then the retiring Administrative Agent may, on behalf of the Finance Parties and with the prior written
consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), appoint
a successor Administrative Agent which shall be a Lender organized under the laws of Canada or the United States which has combined capital
and reserves in excess of $250,000,000 and has an office in Toronto or New York. Upon the acceptance of any appointment as Administrative
Agent under this Agreement by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent (in its capacity as Administrative
Agent but not in its capacity as a Finance Party) and the retiring Administrative Agent shall be discharged from its duties and obligations
under this Agreement (in its capacity as Administrative Agent but not in its capacity as a Finance Party). After any retiring Administrative
Agent’s resignation under this Agreement as the Administrative Agent, provisions of this Article 16 shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.


 


		16.14	Delegation by Administrative Agent



 


With the prior approval of the Majority Lenders,
the Administrative Agent shall have the right to delegate any of its duties or obligations under this Agreement as Administrative Agent
to any Affiliate of the Administrative Agent so long as the Administrative Agent shall not thereby be relieved of such duties or obligations.


 


		16.15	Waivers and Amendments



 


		(a)	Subject to Section 16.15(b), any term, covenant or condition of any of the Credit Documents may only
be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or
in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe,
perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent
or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a
Default or Event of Default.



 


		(b)	Notwithstanding Section 16.15(a), without the prior written consent of each Lender, no such amendment
or waiver shall directly:



 


		(i)	increase the amount of either Credit Limit or the amount of the Individual Commitment of any Lender;



 


		(ii)	extend the Maturity Date;



 


		(iii)	alter the amortization schedule set forth in Section 9.1;



 


		(iv)	extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce
the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative
Agent in respect thereof;



 






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		(v)	change the percentage of the Lenders’ requirement to constitute the Majority Lenders;



 


		(vi)	reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant
to Article 7 or Article 8 of this Agreement;



 


		(vii)	permit any subordination of any of the Secured Obligations;



 


		(viii)	except as otherwise permitted pursuant to Section 16.20, release or discharge a Guarantee or any
Security Document, in whole or in part;



 


		(ix)	alter the terms of this Section 16.15;



 


		(x)	amend the definitions of “Secured Risk Management Agreements”, “Enforcement
Date”, “Exposure”, “Credit Document”, “Finance Documents”, “Finance
Parties”, “Majority Lenders”, “Qualified Affiliate”, “Qualified Risk Management
Lender”, “Risk Management Agreements” or “Secured Obligations” or any definition forming
part thereof.



 


		(c)	Notwithstanding Section 16.15(a), without the prior written consent of each Qualified Risk Management
Lender, no such amendment or waiver shall directly:



 


		(i)	permit any subordination of any of the Secured Obligations;



 


		(ii)	except as otherwise permitted pursuant to Section 16.20, release or discharge any Guarantee or the
Security Documents, in whole or in part;



 


		(iii)	amend or alter the terms of Section 16.15; or



 


		(iv)	amend the definitions of “Qualified Risk Management Agreements”, “Enforcement
Date”, “Exposure”, “Finance Documents”, “Finance Parties”, “Qualified
Affiliate”, “Qualified Risk Management Lender”, “Risk Management Agreements” or “Secured
Obligations”.



 


		(d)	No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of
the Administrative Agent shall be effective without the prior written consent of the Administrative Agent.



 


		(e)	Notwithstanding any other provision hereof, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent under this Agreement, except that, without the consent of such Defaulting Lender, (i) the Individual
Commitment of such Defaulting Lender may not be increased or extended and (ii) the time for the payment of interest or fees on Loans
shall not be extended, the principal thereof shall not be forgiven, the stated rate of interest or fees thereon shall not be reduced and
the requirement of pro rata application of all amounts received by the Administrative Agent in respect thereof shall not be amended.



 


		16.16	Determination by Administrative Agent Conclusive and Binding



 


Any determination to be made by the Administrative
Agent on behalf of or with the approval of the Lenders or the Majority Lenders under this Agreement shall be made by the Administrative
Agent in good faith and, if so made, shall be binding on all parties, absent manifest error. The Obligors are entitled to assume that
any action taken by the Administrative Agent under or in connection with any Credit Document has been appropriately authorized by the
Lenders or the Majority Lenders, as the case may be, pursuant to the terms hereof.


 






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		16.17	Adjustments among Lenders after Acceleration



 


		(a)	The Lenders agree that, at any time after all Indebtedness of the Borrower
to the Lenders pursuant to this Agreement has become immediately due and payable pursuant to Section 13.1 or after the cancellation
or termination of the Facility, they will at any time or from time to time upon the request of any Lender through the Administrative Agent
purchase portions of the availments made available by the other Lenders which remain outstanding, and make any other adjustments which
may be necessary or appropriate, in order that the amounts of the availments made available by the respective Lenders which remain outstanding,
as adjusted pursuant to this Section 16.17, will be in the same proportions as their respective Pro Rata Shares thereof immediately
prior to such acceleration, cancellation or termination.



 


		(b)	The Lenders agree that, at any time after all Indebtedness of the Borrower to the Lenders pursuant to
this Agreement has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Facility,
the amount of any repayment made by the Borrower under this Agreement, and the amount of any proceeds of the exercise of any rights or
remedies of the Lenders under the Credit Documents, which are to be applied against amounts owing under this Agreement as principal, will
be so applied in a manner such that to the extent possible, the availments made available by the Lenders which remain outstanding, after
giving effect to such application, will be in the same proportions as their respective Pro Rata Shares thereof immediately prior to such
acceleration, cancellation or termination.



 


		(c)	For greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions
of Section 16.17(a) and 16.17(b), such provisions will have application if and whenever any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, compensation, or otherwise), other than on account of any
monies owing or payable by the Borrower to it under the Credit Documents in excess of its pro rata share of payments on account
of monies owing by the Borrower to all the Finance Parties thereunder.



 


		(d)	The Borrower agrees to be bound by and to do all things necessary or appropriate to give effect to any
and all purchases and other adjustments made by and between the Lenders pursuant to this Section 16.17.



 


		16.18	Redistribution of Payment



 


If a Lender shall receive payment of a portion
of the aggregate amount of principal and interest due to it under this Agreement which is greater than the proportion received by any
other Lender in respect of the aggregate amount of principal and interest due in respect of the Facility (having regard to the respective
Individual Commitments of the Lenders), the Lender receiving such proportionately greater payment shall purchase a participation (which
shall be deemed to have been done simultaneously with receipt of such payment) in that portion of the aggregate outstanding credit of
the other Lender or Lenders so that the respective receipts shall be pro rata to their respective participation in the credits;
provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered from
the Borrower, such purchase shall be rescinded and the purchase price paid for such participation shall be returned by such selling Lender
or Lenders to the extent of such recovery, but without interest.


 


		16.19	Distribution of Notices



 


Except as otherwise expressly provided in this
Agreement, promptly after receipt by the Administrative Agent of any notice or other document which is delivered to the Administrative
Agent under this Agreement on behalf of the Lenders, the Administrative Agent shall provide a copy of such notice or other document to
each of the Lenders; provided, however, that a copy of any such notice delivered at any time during the continuance of an Event of Default
shall be delivered by the Administrative Agent to each of the Finance Parties.


 






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		16.20	Discharge of Security



 


To the extent a sale, transfer or other disposition
of the Secured Assets is permitted pursuant to the provisions hereof, the Lenders hereby authorize the Administrative Agent, at the cost
and expense of the Borrower, to execute such discharges and other instruments which are necessary for the purposes of:


 


		(a)	releasing and discharging the Security therein or for the purposes of recording the provisions or effect
thereof in any office where the Security Documents may be registered or recorded;



 


		(b)	releasing any Guarantor from its obligations under its guarantee of the Secured Obligations if such Guarantor
ceases to be a Material Subsidiary of the Borrower (in the case of a permitted disposition of Secured Assets consisting of the Shares
of a Guarantor); or



 


		(c)	for the purpose of more fully and effectively carrying out the provisions of this Section 16.20.



 


		16.21	Determination of Exposures



 


Concurrent with any request for any approval or
instructions of the Majority Lenders and prior to any distribution of Cash Proceeds of Realization to the Finance Parties, the Administrative
Agent shall request each Finance Party to provide to the Administrative Agent a written calculation of such Finance Party’s Exposure,
each such calculation to be certified true and correct by the Finance Party providing same. Each Finance Party shall so provide such calculation
within two Banking Days following the request of the Administrative Agent. Any such calculation provided by a particular Finance Party
shall, absent manifest error, constitute prima facie evidence of such Finance Party’s Exposure at such time. With respect
to each determination of the Exposure of the Finance Parties, the Administrative Agent shall promptly notify the Finance Parties. For
the purposes of determining a particular Finance Party’s Exposure:


 


		(a)	the Exposure of a Finance Party under any Credit Document shall be the aggregate amount (expressed in
United States dollars) owing to such Finance Party thereunder on such date;



 


		(b)	the Exposure of a Qualified Risk Management Lender in respect of Secured Risk Management Agreements shall
be measured as the net exposure of such Qualified Risk Management Lender under all Secured Risk Management Agreements with the Obligors
to which such Qualified Risk Management Lender is a party, being the aggregate exposure of such Qualified Risk Management Lender thereunder
less the aggregate exposure of the relevant Obligor thereunder; the exposure of a Qualified Risk Management Lender party to a Secured
Risk Management Agreement shall be, in the case of a Secured Risk Management Agreement which has not been terminated as of such date,
the total amount which would be owing to such party by the other party under such Secured Risk Management Agreement in the event of the
early termination as of such date of such Secured Risk Management Agreement as a result of the occurrence of a default, event of default
or termination event (however specified or designated) with respect to such party thereunder or, in the case of a Secured Risk Management
Agreement which has been terminated as of such date, the total amount which is owing to such party by the other party under such Secured
Risk Management Agreement, in each case expressed in United States dollars; and



 


		(c)	the Exposure of a Lender in respect of Cash Management Agreements shall be the aggregate amount (expressed
in United States dollars) which would be owing by the Obligors thereunder on such date if such agreements were terminated on such date.



 






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		16.22	Qualified Risk Management Lenders



 


If a Qualified Risk Management Lender ceases to
be a Lender under this Agreement (for purposes of this Section 16.22, a “Former Lender”) or a Qualified Affiliate
of a Lender under this Agreement (for purposes of this Section 16.22, a “Former Qualified Affiliate”), all Secured
Obligations owing to such Former Lender or Former Qualified Affiliate under Secured Risk Management Agreements entered into while such
Former Lender or Former Qualified Affiliate was a Lender or a Qualified Affiliate (for purposes of this Section 16.22, “Hedge
Liabilities”) shall remain guaranteed by the Guarantors hereunder and secured by the Security, (in each case equally and rateably)
subject to the provisions of this Section 16.22. The Security shall only secure such Hedge Liabilities entered into with a Former
Lender or Former Qualified Affiliate and shall not secure any debts, obligations or liabilities of such Former Lender or Former Qualified
Affiliate arising in respect of derivative transactions entered into after such Former Lender ceased to be a Lender or Former Qualified
Affiliate ceased to be a Qualified Affiliate. Notwithstanding any other provision of this Agreement (including, for avoidance of doubt,
Section 16.23) the guarantee provided by the Guarantors hereunder or Security, prior to the Facility Termination Date, no Former
Lender or Former Qualified Affiliate shall have any right to cause or require the enforcement of the guarantee provided by the Guarantors
hereunder or Security or any right to vote in any decisions relating to the guarantee provided by the Guarantors hereunder or Security
(but shall have the right to be informed), including any decisions relating to the enforcement or manner of enforcement of the Security
or decisions relating to any amendment subject to Section 16.15(c), waiver under, release of or other dealing with all or any part
of the guarantee provided by the Guarantors hereunder or Security; for the avoidance of doubt prior to the Facility Termination Date,
the sole right of a Former Lender or a Former Qualified Affiliate with respect to the guarantee provided by the Guarantors hereunder and
the Security while any of its Secured Obligations remain outstanding under this Agreement is to share, on a pari passu basis, in any proceeds
of realization and enforcement of the Security. Furthermore, prior to the Facility Termination Date, any Former Lender or Former Qualified
Affiliate will only be a Finance Party solely for the purpose of sharing rateably in the guarantee provided by the Guarantors hereunder
and Security and any proceeds of realization related thereto and will have no other rights or benefits of a Finance Party under this Agreement
or any other Credit Document.


 


		16.23	Decision to Enforce Security



 


		(a)	Upon the Security becoming enforceable in accordance with its terms, the Administrative Agent shall promptly
so notify each of the Finance Parties.



 


		(b)	The Administrative Agent or any Qualified Risk Management Lender may thereafter provide the Administrative
Agent with a written request to enforce the Security.



 


		(c)	Forthwith after the receipt of such a request, the Administrative Agent shall seek the instructions of
the Majority Lenders as to whether the Security should be enforced and the manner in which such Security should be enforced. In seeking
such instructions, the Administrative Agent shall submit a specific proposal to the Finance Parties.



 


		(d)	From time to time, the Administrative Agent or any Qualified Risk Management Lender may submit a proposal
to the Administrative Agent as to the manner in which the Security should be enforced and the Administrative Agent shall submit any such
proposal to the Finance Parties for approval of the Majority Lenders.



 


		(e)	The Administrative Agent shall promptly notify the Finance Parties of all instructions and approvals of
the Majority Lenders. If the Majority Lenders instruct the Administrative Agent to enforce the Security, each of the Finance Parties agree
to accelerate the Secured Obligations owed to it to the extent permitted under the relevant Credit Document and in accordance with the
relevant Credit Document.



 


		16.24	Enforcement



 


The Administrative Agent reserves the sole right
to enforce, instruct or otherwise deal with the guarantee provided by the Guarantors hereunder and the Security and to deal with the Obligors
in connection therewith; provided, however, that the Administrative Agent shall so enforce, or otherwise deal with the guarantee provided
by the Guarantors hereunder and the Security only as the Majority Lenders shall instruct.


 






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		16.25	Application of Cash Proceeds of Realization



 


		(a)	All Proceeds of Realization not in the form of cash shall be forthwith delivered to the Administrative
Agent and disposed of, or realized upon, by the Administrative Agent in such manner as the Majority Lenders may approve so as to produce
Cash Proceeds of Realization.



 


		(b)	Subject to the claims, if any, of secured creditors of the Obligors whose security ranks in priority to
the Security, all Cash Proceeds of Realization shall be applied and distributed, and the claims of the Finance Parties shall be deemed
to have the relative priorities which would result in the Cash Proceeds of Realization being applied and distributed, as follows:



 


		(i)	firstly, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (including,
without limitation, all legal fees and disbursements) in the exercise of all or any of the powers granted to it under this Agreement or
under the Security Documents and the guarantee provided by the Guarantors hereunder and in payment of all of the remuneration of any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding and all costs and expenses
properly incurred by such official (including, without limitation, all legal fees and disbursements) in the exercise of all or any powers
granted to it under this Agreement, the guarantee provided by the Guarantors hereunder, and the Security Documents;



 


		(ii)	secondly, in payment of all amounts of money borrowed or advanced by the Administrative Agent or such
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding pursuant to
the Security Documents;



 


		(iii)	thirdly, to the payment of the Secured Obligations of the Obligors (including holding as cash collateral
to be applied against Secured Obligations which have not then matured) to the Finance Parties pro rata in accordance with their
relative Exposures, which Cash Proceeds of Realization shall be applied by each Finance Party to its Exposure in such manner as it sees
fit; and



 


		(iv)	the balance, if any, to the Borrower or otherwise in accordance with Applicable Law.



 


		16.26	Survival



 


The provisions of Article 8, Article 10,
Article 11, Article 16 and Section 18.13 and all other provisions of this Agreement which are necessary to give effect
to each of the provisions of such Articles shall survive the permanent repayment in full of the Facility and the termination of all of
the Individual Commitments of the Lender until the Secured Obligations Termination Date.


 


Article 17

RESCINDABLE PAYMENTS


 


		17.1	Rescindable Payments



 


		(a)	Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders or any other Finance Parties that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance with this Agreement
and may (but shall not be required to) in reliance upon such assumption, distribute to the applicable Lenders or other Finance Parties,
as the case may be, the amount due.



 






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		(b)	With respect to any payment that the Administrative Agent makes to any Lender or other Finance Party as
to which the Administrative Agent determines (in its sole and absolute discretion) that any of the following applies (such payment referred
to as the “Rescindable Amount”):



 


		(i)	the Borrower has not in fact made the corresponding payment to the Administrative Agent;



 


		(ii)	the Administrative Agent has made a payment in excess of the amount(s) received by it from the Borrower
either individually or in the aggregate (whether or not then owed); or



 


		(iii)	the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the
Finance Parties severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such
Finance Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.



 


		17.2	Exposure under Permitted Risk Management Agreements and Cash Management Agreements



 


		(a)	By virtue of a Lender’s and each other Finance Party’s execution of this Agreement or an assignment
pursuant to Section 18.5, as the case may be, any Affiliate or Transferee of such Lender or other Finance Party with whom the Borrower
or any Guarantor has entered into an agreement creating any Exposure under any Permitted Risk Management Agreement or Cash Management
Agreement shall be deemed a Finance Party under this Agreement for purposes of any reference in a Finance Document to the parties for
whom the Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate or Transferee under
the Finance Documents consist exclusively of such Affiliate’s or Transferee’s right to share in payments and collections out
of the Secured Assets and the guarantee provided by the Guarantors hereunder as more fully set forth in Section 16.25.



 


		(b)	Without limiting the generality of the foregoing, (i) each such Affiliate or Transferee shall, for
the avoidance of doubt, be deemed to have agreed to the provisions of Section 17.3 and (ii) no such Affiliate or Transferee
shall have any right to notice of any action or to consent to, direct or object to any action under this Agreement or under any other
Finance Document or otherwise in respect of the Secured Assets (including the release or impairment of any Secured Assets). Notwithstanding
any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or that
other satisfactory arrangements have been made with respect to Exposure under any Permitted Risk Management Agreement or Cash Management
Agreement unless the Administrative Agent has received written notice of such Exposure, together with such supporting documentation as
the Administrative Agent may request, from the applicable Finance Party.



 


		17.3	Recovery of Erroneous Payments



 


		(a)	Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines
(in its sole and absolute discretion) that it has made a payment under this Agreement in error to any Lender or other Finance Party, whether
or not in respect of any Secured Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then
in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on
demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon,
for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.



 






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		(b)	Each Lender and each other Finance Party irrevocably waives any and all defenses, including any “discharge
for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of
a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in
equity) to its obligation to return any Rescindable Amount.



 


		(c)	The Administrative Agent shall inform each Lender or other Finance Party that it has received a Rescindable
Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount.



 


		(d)	Each Person’s obligations, agreements and waivers under this Section 17.3 shall survive the
resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or other
Finance Party, the termination of the Total Commitment Amount and/or the repayment, satisfaction or discharge of all Secured Obligations
(or any portion thereof) under any Finance Document.



 


Article 18

MISCELLANEOUS


 


		18.1	Notices



 


All notices and other communications provided
for in this Agreement shall be in writing and shall be personally delivered to an officer or other responsible employee of the addressee
or sent by telefacsimile, charges prepaid, at or to the applicable addresses, telefacsimile numbers or email address, as the case may
be, set out opposite the parties’ name on the signature page hereof or at or to such other address or addresses, telefacsimile
number or numbers or email address as any party to this Agreement may from time to time designate to the other parties in such manner.
Any communication which is personally delivered as aforesaid shall be deemed to have been validly and effectively given on the date of
such delivery if such date is a Banking Day and such delivery is received before 4:00 p.m. (New York time); otherwise, it shall be
deemed to have been validly and effectively given on the Banking Day next following such date of delivery. Any communication which is
transmitted by telefacsimile or email as aforesaid shall be deemed to have been validly and effectively given on the date of transmission
if such date is a Banking Day and such transmission was received before 4:00 p.m. (New York time); otherwise, it shall be deemed
to have been validly and effectively given on the Banking Day next following such date of transmission.


 


		18.2	Severability



 


Any provision of this Agreement which is prohibited
or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of this Agreement.


 


		18.3	Counterparts



 


This Agreement may be executed in one or more
counterparts, and by means of facsimile or other electronic form, including PDF, each of which shall be deemed to be an original and all
of which taken together shall be deemed to constitute one and the same instrument.


 


		18.4	Successors and Assigns



 


This Agreement shall enure to the benefit of and
shall be binding upon the parties to this Agreement and their respective successors and permitted assigns.


 






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		18.5	Assignment



 


		(a)	Neither the Credit Documents nor the benefit thereof may be assigned by the Borrower.



 


		(b)	A Lender may at any time sell to one or more other persons (“Participants”) participating
interests in any credit outstanding under this Agreement, any commitment of such Lender under this Agreement or any other interest of
the Lender under this Agreement. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s
obligations under this Agreement to the Borrower shall remain unchanged and such Lender shall remain solely entitled to enforce its rights
under this Agreement, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to be obligated
to such Lender in connection with such Lender’s rights under this Agreement. The Borrower agrees that if amounts outstanding under
this Agreement are due and unpaid, or shall have been declared to be or shall have become due and payable upon the occurrence of an Event
of Default, or any Default which might mature into an Event of Default, each Participant shall be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as the relevant Lender under this Agreement. The Borrower also agrees that each Participant shall be entitled
to the benefits of Article 8 with respect to its participation under this Agreement and for the purposes of Article 8 such Participant
shall be deemed to be a Lender to the extent of such participation, provided, that such Participant shall have complied with obligations
of a Lender provided in Article 8 and that no Participant shall be entitled to receive any greater amount pursuant to such Article than
the relevant Lender would have been entitled to receive in respect of the amount of the participation transferred by the relevant Lender
to such Participant had no such transfer occurred, except to the extent such entitlement to receive a greater payment results from a Change
in Law that occurs after the Participant acquired the applicable participation.



 


		(c)	With the prior written consent of (a) the Borrower (which consent shall not be required (i) if
such sale is to one or more other Lenders or to an Affiliate of any Lender or (ii) in circumstances where a Default or Event of Default
has occurred and is continuing) and (b) the Administrative Agent, which consent, in each case, shall not be unreasonably withheld,
as concerns any sale of any rights under or in connection with the Facility, a Lender may at any time sell all or any part of its rights
and obligations under the Credit Documents to one or more Persons (“Purchasing Lenders”). No consent shall be required
in the case of the sale by a Lender to its Affiliate. Upon such sale, the Lender shall, to the extent of such sale, be released from its
obligations under the Credit Documents and each of the Purchasing Lenders shall become a party to the Credit Documents to the extent of
the interest so purchased provided, however, no Lender that is a Defaulting Lender shall be released from any obligation in respect of
any damages arising in connection with it being or becoming a Defaulting Lender. Any such assignment shall be for Individual Commitments
of an amount equal to or no less than $10,000,000 and the entirety of the assigning Lender’s Individual Commitments under the Facility
and, following such assignment, the assigning Lender shall either retain an Individual Commitment of $10,000,000 under the Facility or
have assigned the entirety of its Individual Commitments. Any such assignment by a Lender shall not be effective unless and until such
Lender has paid to the Administrative Agent an assignment fee in the amount of $3,500 for each Purchasing Lender, unless and until the
Purchasing Lender has executed an instrument substantially in the form of Schedule E whereby the Purchasing Lender has agreed to be bound
by the terms of the Credit Documents as a Lender and has agreed to a specific Individual Commitment and a specific address, telefacsimile
number and email for the purpose of notices as provided in Section 18.1 and unless and until the requisite consents to such assignment
have been obtained, unless and until a copy of a fully executed copy of such instrument has been delivered to each of the Administrative
Agent, the Borrower. Upon any such assignment becoming effective, Schedule A shall be deemed to be amended to include the Purchasing Lender
as a Lender with the specific Individual Commitment, address and telefacsimile number and email as aforesaid and the Individual Commitment
of the Lender making such assignment shall be deemed to be reduced by the amount of the Individual Commitment of the Purchasing Lender.
Notwithstanding the foregoing, no consent of any Person shall be required, nor shall any assignment fee be payable, where a Lender assigns
all or any part of its rights and obligations under this Agreement to one or more other Lenders or pledges or assigns its rights under
this Agreement as security to a Federal Reserve Bank of the United States, the Bank of Canada or the European Central Bank.



 






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		(d)	The Borrower authorizes the Administrative Agent and the Lenders to disclose to any Participant or Purchasing
Lender (each, a “Transferee”) and any prospective Transferee or any professional advisor of any Transferee or prospective
Transferee and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning
the Obligors which has been delivered to them by or on behalf of the Borrower pursuant to this Agreement or which has been delivered to
them by or on behalf of the Borrower in connection with their credit evaluation of the Obligors prior to becoming a party to this Agreement,
so long as any such Transferee agrees not to disclose any confidential, non-public information to any Person other than its non-brokerage
affiliates, employees, accountants or legal counsel, unless required by law and authorizes each of the Lenders to disclose to any other
Lender and to any Person where disclosure is required by law, regulation, legal process or regulatory authority (for certainty under any
circumstance and not solely in connection with assignment of rights).



 


		18.6	Replacement of a Lender



 


		(a)	Notwithstanding anything contained in this Agreement to the contrary, if:



 


		(i)	any Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation
pursuant to Section 8.2 (for the purposes of this Section, the “Affected Lender”);



 


		(ii)	any Lender becomes a Defaulting Lender,



 


then, in the case of each such Affected
Lender or Defaulting Lender (each, a “Terminated Lender”) the Borrower may, by giving written notice to the Administrative
Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably
agrees) to assign its outstanding Loans and Individual Commitments, if any, in full to one or more Persons (each a “Replacement
Lender”) in accordance with the provisions of this Section 18.6 and the consent rights of the Administrative Agent in Section 18.5(c) provided,
however, that incumbent Lenders shall have the right to assume any such Loans and Individual Commitments in accordance with their Pro
Rata Shares in priority to any Person which is not a Lender at the time that the Borrower provided the afore-mentioned notice to the Administrative
Agent. The Replacement Lender or Replacement Lenders shall, in the aggregate, advance all (but not part) of the Terminated Lender’s
Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitments
and obligations under the Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part)
of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Facility (but in
no event shall any other Lender or the Administrative Agent be obliged to do so).


 


		(b)	With respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Replacement
Lender and the Individual Commitments and the obligations of such Replacement Lender under the Facility and the rights and obligations
of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Facility shall be increased by its
respective pro rata share (based on the relative Individual Commitments of the Replacement Lenders) of the Terminated Lender’s
Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under each of the other Credit Documents
to the extent they relate to the Facility on a date mutually acceptable to the Replacement Lenders and the Borrower. On such date, each
of the Replacement Lenders shall execute an instrument substantially in the form of Schedule E and shall extend to the Borrower the Terminated
Lender’s Pro Rata Share of such credit and shall prepay to the Terminated Lender the Loans of the Terminated Lender then outstanding,
together with all interest accrued thereon and all other amounts owing to the Terminated Lender under this Agreement, and, upon such advance
and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” for purposes of this
Agreement and shall no longer have any obligations under this Agreement. In addition to the foregoing, in respect of any Replacement Lender
that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a joinder agreement in form and
substance satisfactory to the Borrower and the Administrative Agent, which shall be executed and delivered by the Borrower and the Administrative
Agent, and each such Replacement Lender shall be bound by the terms of the Credit Documents as a Lender. Upon the assumption of the Terminated
Lender’s Individual Commitments as aforesaid by a Replacement Lender, Schedule A shall be deemed to be amended to reflect the amended
or new Individual Commitments of such Replacement Lenders pursuant to the respective amounts of such assumptions.



 






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		18.7	Entire Agreement



 


This Agreement and the agreements referred to
in this Agreement and delivered pursuant to this Agreement (including, without limitation, the Fee Letter) constitute the entire agreement
between the parties to this Agreement and supersede any prior agreements, undertakings, declarations, representations and understandings,
both written and verbal, in respect of the subject matter hereof.


 


		18.8	Waiver of Jury Trial



 


Each of the Borrower
and the Finance Parties to this Agreement hereby expressly, knowingly, voluntarily and intentionally waives the right any of them may
have to a trial by jury in respect of any litigation based on, or arising out of, under or in connection with this Agreement or any other
Finance Document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any Finance
Party relating to this Agreement or any Finance Document. This provision is a material inducement for the Finance Parties to enter into
this Agreement.


 


		18.9	USA Patriot Act



 


To the extent that it is subject to the requirements
of the Patriot Act or any other anti-money laundering rules and regulations applicable to a Finance Party, each Finance Party hereby
notifies the Borrower that, pursuant to the requirements of the Patriot Act or any other anti-money laundering rules and regulations
applicable to such Finance Party and the customer due diligence requirements for financial institutions of the Financial Crimes Enforcement
Network (as published at 81 FR 29397, 31 CFR 1010, 1020, 1023, 1024, and 1026), it is required to obtain, verify and record information
that identifies the Borrower and its direct and indirect beneficial owners, which information includes the name and address of such Persons
and other information that will allow such Finance Party, as the case may be, to identify the Borrower and its direct and indirect beneficial
owners in accordance with the USA Patriot Act or any other anti-money laundering rules and regulations applicable to such Secured
Party and the customer due diligence requirements for financial institutions of the Financial Crimes Enforcement Network. The Borrower
agrees that it will promptly provide each Finance Party with such information as it may request in order for such Finance Party, respectively,
to satisfy the requirements of the USA Patriot Act or any other anti-money laundering rules and regulations applicable to such Finance
Party.


 


		18.10	No Third-Party Beneficiaries



 


Except as expressly set forth in Section 18.17, the agreement of
the Lenders to make the Loans to the Borrower, on the terms and conditions set forth in this Agreement, is solely for the benefit of
the Borrower and the Finance Parties, and no other Person (including any contractor, subcontractor, supplier, workman, carrier, warehouseman
or materialman furnishing labor, supplies, goods or services to or for the benefit of the Project) shall have any rights under this Agreement
or under any other Finance Document or with respect to any extension of credit contemplated by this Agreement.


 






    90


     


    

 


		18.11	Waiver of Immunity



 


		(a)	The Borrower acknowledges and agrees that
                                            the activities contemplated by the provisions of the Finance Documents are commercial in
                                            nature rather than governmental or public and therefore acknowledges and agrees that it is
                                            not entitled to any right of immunity on the grounds of sovereignty or otherwise with respect
                                            to such activities or in any legal action or proceeding arising out of or relating to the
                                            Finance Documents. To the extent permitted by Applicable Law, the Borrower, in respect of
                                            itself, its process agents and its properties and revenues, expressly and irrevocably waives
                                            any such right of immunity which may now or hereafter exist (including any immunity from
                                            the jurisdiction of any court or from any suit, execution, attachment (whether provisional
                                            or final, in aid of execution, prior to judgment or otherwise) or other legal process (including
                                            in any jurisdiction where immunity (whether or not claimed) may be attributed to it or its
                                            assets)) or claim thereto which may now or hereafter exist and irrevocably agrees not to
                                            assert any such right or claim of immunity in any such action or proceeding to the fullest
                                            extent permitted now or in the future by the laws of any such jurisdiction.



 


		(b)	The Borrower agrees that the waivers set forth
                                            in paragraph (a) above shall have the fullest effect permitted under the Foreign Sovereign
                                            Immunities Act of 1976 of the United States of America (28 U.S.C. §§ 1602-1611)
                                            and are intended to be irrevocable and not subject to withdrawal for purposes of such Act.



 


		18.12	Further Assurances



 


The Borrower shall, and shall cause each other
Obligor and Specified Entity to, from time to time and at all times hereafter, upon every reasonable request of the Administrative Agent,
make, do, execute, and deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances and things
as may be necessary in the reasonable opinion of the Administrative Agent for more effectually implementing and carrying out the true
intent and meaning of the Credit Documents or any agreement delivered pursuant to this Agreement or thereto and such additional security,
legal opinions, consents, approvals, acknowledgements, undertakings, non-disturbance agreements, directions and negotiable documents
of title in connection with the property and assets of the Obligor, in form and substance satisfactory to the Administrative Agent, as
the Administrative Agent may reasonably from time to time reasonably request, to ensure (a) that all Secured Assets are subject
to a Lien in favour of the Administrative Agent and (b) the intended first ranking priority of such Liens.


 


		18.13	Judgment Currency



 


		(a)	If, for the purpose of obtaining or enforcing
                                            judgment against the Borrower in any court in any jurisdiction, it becomes necessary to convert
                                            into a particular currency (such currency being hereinafter in this Section 18.13 referred
                                            to as the “Judgment Currency”) an amount due in another currency (such
                                            other currency being hereinafter in this Section 18.13 referred to as the “Indebtedness
                                            Currency”) under this Agreement, the conversion shall be made at the rate of exchange
                                            prevailing on the Banking Day immediately preceding:



 


		(i)	the date of actual payment of the amount
                                            due, in the case of any proceeding in the courts of a jurisdiction that will give effect
                                            to such conversion being made on such date; or



 


		(ii)	the date on which the judgment is given,
                                            in the case of any proceeding in the courts of any other jurisdiction (the date as of which
                                            such conversion is made pursuant to this Section 18.13(a)(ii) being hereinafter
                                            in this Section 18.13 referred to as the “Judgment Conversion Date”).



 


		(b)	If, in the case of any proceeding in the court
                                            of any jurisdiction referred to in Section 18.13(a)(ii), there is a change in the rate
                                            of exchange prevailing between the Judgment Conversion Date and the date of actual payment
                                            of the amount due, the Borrower shall pay to the appropriate judgment creditor or creditors
                                            such additional amount (if any, but in any event not a lesser amount) as may be necessary
                                            to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange
                                            prevailing on the date of payment, will produce the amount of the Indebtedness Currency which
                                            could have been purchased with the amount of Judgment Currency stipulated in the judgment
                                            or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.







    91


     


    




 


		(c)	Any amount due from the Borrower under the
                                            provisions of Section 18.13(b) shall be due to the appropriate judgment creditor
                                            or creditors as a separate debt and shall not be affected by judgment being obtained for
                                            any other amounts due under or in respect of this Agreement.



 


		(d)	The
                                            term “rate of exchange” in this Section 18.13 means the rate at which
                                            in accordance with normal banking procedures a Finance Party, as applicable, could convert
                                            the Indebtedness Currency into the Judgment Currency on the day in question.



 


		18.14	Anti-Money Laundering Legislation



 


The Borrower acknowledges that, pursuant to Anti-Money
Laundering and Terrorism Legislation, the Finance Parties may be required to obtain, verify and record information regarding each Obligor
and Specified Entity, their respective directors, authorized signing officers, or other persons in Control of such Obligor (other than
any shareholder of the Borrower), and the transactions contemplated by the Finance Documents, and disclose such information to Official
Bodies. The Borrower consents to such information being obtained, verified, recorded and disclosed to Official Bodies and agrees to promptly
provide to the Finance Parties all such information, including supporting documentation and other evidence, as may be reasonably requested
by a Finance Party, or any prospective Transferee or in order to comply with Anti- Money Laundering and Terrorism Legislation.


 


		18.15	Interest Rate Limitation



 


Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such
Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to
such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


		18.16	Disclosure



 


		(a)	Each of the Administrative Agent and the other
                                            Finance Parties agrees to use all Information solely for the purposes of providing services
                                            that are the subject of the Finance Documents and shall treat confidentially all such Information,
                                            except that Information may be disclosed:



 


		(i)	to it, its Affiliates and its Affiliates’
                                            respective partners, directors, officers, employees, agents, credit insurers and reinsurers,
                                            advisors and representatives (where the Persons to whom disclosure is made will be informed
                                            of the confidential nature of the Information and agree to be bound by the provisions of
                                            this Section 18.16 or enter into an agreement containing provisions substantially the
                                            same as the provisions of this Section 18.16);







    92


     


    

 


		(ii)	to the extent requested, and where such
                                            disclosure is required by Applicable Law, by any regulatory authority purporting to have
                                            jurisdiction over it (including any self-regulatory authority);






 


		(iii)	to the extent required by Applicable
                                            Laws or regulations or by any subpoena or similar legal process;



 


		(iv)	to any other Finance Party;



 


		(v)	in connection with the exercise of any
                                            remedies under any Credit Document or any action or proceeding relating to any Credit Document
                                            or the enforcement of rights under the Credit Documents;



 


		(vi)	subject to an agreement containing provisions
                                            substantially the same as those of this Section, to:



 


		(A)	any assignee of or Participant in, or any
                                            prospective assignee of or Participant in, any of its rights or obligations under this Agreement;
                                            or



 


		(B)	any actual or prospective counterparty (or
                                            its advisors) to any Risk Management Agreement, credit-linked note or similar transaction
                                            relating to the Borrower and the Secured Obligations, and any credit insurance or reinsurance
                                            provider relating to the Borrower and its Secured Obligations,



 


		(vii)	with the consent of the Borrower; or



 


		(viii)	to the extent Information:



 


		(A)	becomes publicly available other than as
                                            a result of a breach of this Section; or



 


		(B)	becomes available to the Administrative
                                            Agent or any Finance Party on a non-confidential basis from a source other than an Obligor.



 


		(b)	For purposes of this Section, “Information”
                                            means all information received in connection with any Credit Document from any Obligor relating
                                            to any Obligor or any of its Subsidiaries or any of their respective businesses, other than
                                            any such information that was available to the Administrative Agent or any other Finance
                                            Party on a non-confidential basis before such receipt. Any Person required to maintain the
                                            confidentiality of Information as provided in this Section shall be considered to have
                                            complied with its obligation to do so if the Person has exercised the same degree of care
                                            to maintain the confidentiality of the Information as the Person would accord to its own
                                            confidential information. In addition, the Administrative Agent may disclose to any agency
                                            or organization that assigns standard identification numbers to loan facilities such basic
                                            information describing the Facility as is necessary to assign unique identifiers, it being
                                            understood that the Person to whom disclosure is made will be informed of the confidential
                                            nature of the Information and instructed to make available to the public only such Information
                                            as the Person normally makes available in the course of its business of assigning identification
                                            numbers.



 


		(c)	In addition, the Administrative Agent may
                                            provide customary information including details of the Obligors, the amount, term, purpose,
                                            pricing and repayment requirements of the Facility and the principal covenants contained
                                            in this Agreement to Loan Pricing Corporation and/or other recognized trade publishers of
                                            information for general circulation in the loan market.







    93


     


    

 


		18.17	Acknowledgment



 


		(a)	BMO hereby expressly acknowledge that the
                                            social shares which represents the Participating Interest (as defined in the LGJV Agreement)
                                            are previously pledged in favor of Dowa as a guarantee of compliance with the Dowa Term Loan
                                            Agreement and that while there are amounts pending payment in favor of Dowa pursuant to the
                                            Dowa Term Loan Agreement and that certain Confirmation Agreement, dated as of July 12, 2021,
                                            among Dowa, the Borrower and the LGJV (the “Confirmation Agreement”),
                                            said pledge will have priority over, and prevail over, any other security interest. Prior
                                            to the payment in full of the Dowa Term Loan Agreement and the Confirmation Agreement, Dowa
                                            shall be a third party beneficiary of this Section 18.17 with respect to all such rights,
                                            benefits and privileges and shall have all of the rights and benefits of a third party beneficiary
                                            in respect of such section, including an independent right of action to enforce such rights,
                                            benefits and privileges, without the consent or joinder of any other Person, against any
                                            or all of the Obligors and the Lenders, and such rights, benefits and privileges under this
                                            Section 18.17 shall not be modified or amended without the consent of Dowa.



 


[The remainder of this page is intentionally
left blank.]






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IN WITNESS WHEREOF
the parties to this Agreement have executed and delivered this Agreement on the date first written above.



 


	Gatos Silver, Inc.	GATOS SILVER, Inc.,
    as Borrower
	8400 East Crescent Parkway, Suite 600	 
	Greenwood Village, CO 80111	Per:	/s/
    Roger Johnson
	Email: rjohnson@gatossilver.com	 	Name:  Roger Johnson
	 	 	Title: Chief Financial Officer
	With a copy (which shall not constitute notice)
    to:	 
	 	 
	Snell & Wilmer L.L.P.	 
	Tabor Center	 
	1200 Seventeenth Street	 
	Suite 1900	 
	Denver, CO 80202-5854	 
	Attention: Jason B. Brinkley	 




 


(Signature page to
Credit Agreement)


 






    


     


    

 


	 	BANK
    OF MONTREAL, CHICAGO BRANCH,

    as Lender
	 	 
	 	Per:	/s/ Andrew Berryman
	 	 	Name: Andrew Berryman
	 	 	Title: Director, Corporate Banking



 






    


     


    

 


	BMO Capital Markets	BANK OF MONTREAL,
    CHICAGO BRANCH,
	Corporate Banking - Metals and Mining	as Administrative Agent 
	100 King St. W.	 
	Toronto, Ontario, M5H 1H3	Per:	/s/ Andrew Berryman
	 	 	Name: Andrew Berryman
	Attention: Chris Henstock, Managing Director	 	Title: Director, Corporate Banking
	Email: chris.henstock@bmo.com	 	 



 


(Signature page to Credit Agreement)


 




     


     


    

 


Schedule
A

LENDERS AND INDIVIDUAL COMMITMENTS


 


	Lenders	 	Individual
    Commitments	 
	Bank of Montreal, Chicago
    Branch	 	$	50,000,000	 
	Total Commitment Amount	 	$	50,000,000	 






 




    96


     


    




 


Schedule
B

SECURITY DOCUMENTS


 


		1.	A Mexican
                                            law governed equity pledge (prenda sobre partes sociales) dated on or around
                                            the date of this Agreement granted by the Borrower with respect all of its interests in MPR,
                                            Operaciones, and Servicios;



 


		2.	An acknowledgement from Dowa in relation to the granting of the security
                                            interests set out in paragraphs (1) above



 


		3.	A New York law governed general security agreement over all present and
                                            after-acquired personal property of the Borrower located in the U.S. between the Borrower
                                            and the Administrative Agent; and



 


		4.	any other security interest granted in favour of the Finance Parties by
                                            any Obligor from time to time.



 




    97


     


    




 


Schedule
C

COMPLIANCE CERTIFICATE


 


TO:            BANK
OF MONTREAL, CHICAGO BRANCH as administrative agent


 


I,                     ,
the [senior financial officer] of Gatos Silver, Inc. (the “Borrower”), hereby certify that, not in a personal
capacity and without personal liability:


 


		1.	I am the
                                            duly appointed [senior financial officer] of the Borrower named in the credit agreement
                                            dated as of July 12, 2021 (the “Credit Agreement”) between the Borrower,
                                            the Lenders named therein and Bank of Montreal, Chicago Branch as administrative agent of
                                            the Lenders, and as such I am providing this Certificate for and on behalf of the Borrower
                                            pursuant to the Credit Agreement.



 


		2.	I am familiar
                                            with and have examined the provisions of the Credit Agreement including, without limitation,
                                            those of Article 10, Article 11 and Article 13 therein.



 


		3.	To the
                                            best of my knowledge, information and belief and after due inquiry, no Default has occurred
                                            and is continuing.



 


		4.	As at or for the relevant period ending                 ,
the amounts and financial ratios as contained in Sections 11.1(m), 11.1(n) and 11.1(o) of the Credit Agreement are as follows
and detailed calculations thereof are attached hereto:



 


	 	Actual
    Amount or 

    Percentage	Required
    Amount or 

    Percentage
	Leverage
    Ratio	 	<3.00:1
	Interest
    Service Coverage Ratio	 	>4.00:1
	Liquidity
    Amount	 	$20
    million


 


The attached calculation worksheet as at the relevant period ending
               accurately sets out the information
therein contained.


 


		5.	Unless
                                            the context otherwise requires, capitalized terms in the Credit Agreement which appear herein
                                            without definitions shall have the meanings ascribed thereto in the Credit Agreement.



 


 


DATED this        day of
               , 20     .


 


	 	 
	 	 	Per:	 
	 	 	 	Name: 
	 	 	 	Title of Senior Financial Officer




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Schedule
D

CALCULATION WORKSHEET





 


Following the definitions and calculations more fully defined in the
Credit Agreement:


 


	Leverage
    Ratio	 	 
	Total
    Indebtedness	$                       	(A)
	Rolling
    EBITDA	$                       	(B)
	Leverage
    Ratio (Actual)	                         	(A:B)
	Leverage
    Ratio (Max. Permitted): < 3.00:1	 	 
	Compliance
    [Yes]/[No]	 	 
	Interest
    Service Coverage Ratio	 	 
	Rolling
    EBITDA	$                       	(E)
	Rolling
    Interest	$                       	(F)
	Interest
    Coverage Ratio (Actual):	$                       	(E:F)
	Interest
    Coverage Ratio (Min. Permitted): >4.00:1	 	 
	Compliance
    [Yes]/[No]	 	 
	Liquidity
    Amount ($20,000,000)	 	 
	Compliance
    [Yes]/[No]	 	 


 




    99


     


    

 





Schedule
E

FORM OF ASSIGNMENT


 


Dated                ,
20      


 


Reference is made to the credit agreement dated
as of July 12, 2021 (the “Credit Agreement”) between Gatos Silver, Inc. as Borrower, the Guarantors, the
Lenders named therein and Bank of Montreal, Chicago Branch as administrative agent of the Lenders (in that capacity, the “Administrative
Agent”). Terms defined in the Credit Agreement are used herein as therein defined.


 


                     
(the “Assignor”) and            (the “Assignee”)
agree as follows:


 


		(a)	The Assignor
                                            hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from
                                            the Assignor, a          % interest in
                                            and to all of the Assignor’s rights and obligations under the Credit Agreement with
                                            respect to the Facility (the “Facility”) as of the Effective Date (as
                                            defined below) (including, without limitation, such percentage interest in the Assignor’s
                                            Individual Commitment with respect to the Facility as in effect on the Effective Date, the
                                            credit extended by the Assignor under the Facility and outstanding on the Effective Date
                                            and the corresponding rights and obligations of the Assignor under all of the Credit Documents
                                            as it relates to the Facility).



 


		(b)	The
                                            Assignor (i) represents and warrants that as of the date hereof its Individual Commitment
                                            with respect to the Facility is $         
                                            (without giving effect to assignments thereof which have not yet become effective, including,
                                            but not limited to, the assignment contemplated hereby), and the aggregate outstanding amount
                                            of credit extended by it under the Facility is $         
                                            (without giving effect to assignments thereof which have not yet become effective, including,
                                            but not limited to, the assignment contemplated hereby); (ii) represents and warrants
                                            that it is the legal and beneficial owner of the interest being assigned by it under this
                                            Agreement and that such interest is free and clear of any adverse claim; (iii) makes
                                            no representation or warranty and assumes no responsibility with respect to any statements,
                                            warranties or representations made in or in connection with the Credit Documents or the execution,
                                            legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents
                                            or any other instrument or document furnished pursuant thereto; (iv) makes no representation
                                            or warranty and assumes no responsibility with respect to the financial condition of any
                                            Obligor or the performance or observance by the Obligors of any of their obligations under
                                            the Credit Documents or any other instrument or document furnished pursuant thereto; and
                                            (v) gives notice to the Administrative Agent, and the Borrower of the assignment to
                                            the Assignee under this Agreement.



 


		(c)	The
                                            effective date of this Assignment (the “Effective Date”) shall be the
                                            later of              
                                            and the date on which a copy of a fully executed copy of this Assignment has been delivered
                                            to the Borrower and the Administrative Agent in accordance with Section 18.5(c) of
                                            the Credit Agreement.



 


		(d)	The Assignee
                                            hereby agrees to the specific Individual Commitment under the Facility of $             
                                            and to the address and telefacsimile number set out after its name on the signature page hereof
                                            for the purpose of notices as provided in Section 18.1 of the Credit Agreement.



 


		(e)	As of
                                            the Effective Date (i) the Assignee shall, in addition to any rights and obligations
                                            under the Credit Documents held by it immediately prior to the Effective Date, have the rights
                                            and obligations under the Credit Documents that have been assigned to it pursuant to this
                                            Assignment and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish
                                            its rights and be released from its obligations under the Credit Documents.







    100


     


    

 


		(f)	The Assignor
                                            and Assignee shall make all appropriate adjustments in payments under the Credit Documents
                                            for periods prior to the Effective Date directly between themselves.






 


This Assignment shall be governed by, and construed in accordance
with, the laws of the State of New York.




    101


     


    

 





IN WITNESS WHEREOF the
parties to this Assignment have executed and delivered this Assignment on the date first written above.


 


	 	[ASSIGNOR]
	 	 
	 	 	Per:	 
	 	 	 	Name: 
	 	 	 	Title: 
	 	 	 	 


 


	 	[ASSIGNEE]
	 	 
	 	 	Per:	 
	 	 	 	Name: 
	 	 	 	Title: 
	 	 	 	 
	 	 	 	 
	 	 	Address
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Attention:











		 	 



[Signature page to
Assignment Agreement]


 




     


     


    

 


Acknowledged and agreed to as of this        day
of           , 20     .


 





 


	 	BANK
    OF MONTREAL, CHICAGO BRANCH,

    as Administrative Agent1
	 	 
	 	Per:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	 
	 	Per:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 


 


	 	GATOS
    SILVER, INC.2
	 	 
	 	Per:	 
	 	 	Name: 
	 	 	Title: 


 





 






1
Required if RCF subject to assignment


2 Only required if no Default has occurred and is continuing


 


[Signature page to
Assignment Agreement]


 







     


     


    




 


Schedule
F

FORM OF DRAWDOWN NOTICE


 


TO:        Bank
of Montreal, Chicago Branch as Administrative Agent


 


CCLO.CrossBorderServicing@bmo.com


 


115 S. LaSalle St., 23W

Chicago, IL 60603

Attention: Jacob Emmons, Loan Servicing Representative

Facsimile: 312 293 4339


 


		RE:	Credit
                                            Agreement dated as of July 12, 2021 (as amended to the date hereof, the “Credit
                                            Agreement”) between Gatos Silver, Inc., as borrower, the Guarantors, the Lenders
                                            named therein and Bank of Montreal, Chicago Branch as administrative agent of the Lenders



 


Pursuant to the terms of the Credit Agreement,
the undersigned hereby irrevocably notifies you that it wishes to draw down under the Facility on [date of drawdown] as follows:


 


	1.	Availment
    Option:	 
	2.	Amount:	 
	3.	If LIBOR
    Loan, Interest Period:	 


 


[You are hereby irrevocably authorized and
directed to pay the proceeds of the drawdown to         and this shall be your good and
sufficient authority for so doing.]


 


No Default or Event of Default has occurred and
is continuing nor will arise as a result of the extension of credit hereby requested and the undersigned hereby confirms the truth and
accuracy of the representations and warranties set forth in Article 10 of the Credit Agreement except to the extent any such representation
and warranty expressly relates solely to an earlier date.


 


The Borrower acknowledges that the provisions
of Sections 6.3 and 6.4 of the Credit Agreement with respect to (x) the absence of a Rollover Notice or Drawdown Notice within the
appropriate time periods and (y) conversion by the Lenders at the time of an outstanding Default.


 


All capitalized terms defined in the Credit Agreement
and used herein shall have the meanings ascribed thereto in the Credit Agreement.


 


DATED the         day
of            , 20      .


 


	 	GATOS
    SILVER, INC.
	 	 
	 	 	Per:	 
	 	 	 	Name: 
	 	 	 	Title: 


 




    104


     


    

 


Schedule
G

FORM OF ROLLOVER NOTICE


 


TO:        Bank
of Montreal, Chicago Branch as Administrative Agent


 


CCLO.CrossBorderServicing@bmo.com


 


115 S. LaSalle St., 23W

Chicago, IL 60603

Attention: Jacob Emmons, Loan Servicing Representative

Facsimile: 312 293 4339


 


		RE:	Credit
                                            Agreement dated as of July 12, 2021 (as amended to the date hereof, the “Credit
                                            Agreement”) between Gatos Silver, Inc., as borrower, the Guarantors, the Lenders
                                            named therein and Bank of Montreal, Chicago Branch as administrative agent of the Lenders



 


Pursuant to the terms of the Credit Agreement,
the undersigned hereby irrevocably requests a rollover of outstanding credit under the Facility on [date of rollover] as follows:


 


	LIBOR Loans	 	 
	 	 	 
	Maturity Date of Maturing LIBOR Loan	                                    	 
	 	 	 
	Principal Amount of Maturing LIBOR Loan	$                                  	 
	 	 	 
	Portion Thereof to be Replaced	$                                  	 
	 	 	 
	Interest Period of New LIBOR Loan	                      months	 









 


No Default or Event of Default has occurred and
is continuing nor will arise as a result of the extension of credit hereby requested and the undersigned hereby confirms the truth and
accuracy of the representations and warranties set forth in Article 10 of the Credit Agreement except to the extent any such representation
and warranty expressly relates solely to an earlier date. All capitalized terms defined in the Credit Agreement and used herein shall
have the meaning ascribed thereto in the Credit Agreement.


 




    105


     


    

 


DATED the         day
of             , 20         .


 





	 	GATOS
    SILVER, INC.
	 	 
	 	 	Per:	 
	 	 	 	Name: 
	 	 	 	Title: 






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Schedule
H

FORM OF CONVERSION NOTICE


 


TO:        Bank
of Montreal, Chicago Branch as Administrative Agent


 


CCLO.CrossBorderServicing@bmo.com


 


115 S. LaSalle St., 23W

Chicago, IL 60603

Attention: Jacob Emmons, Loan Servicing Representative

Facsimile: 312 293 4339


 


		RE:	Credit
                                            Agreement dated as of July 12, 2021 (as amended to the date hereof, the “Credit
                                            Agreement”) between Gatos Silver, Inc., as borrower, the Guarantors, the Lenders
                                            named therein and Bank of Montreal, Chicago Branch as administrative agent of the Lenders



 


Pursuant to the terms of the Credit Agreement,
the undersigned hereby irrevocably requests a conversion of outstanding credit under the Facility on [date of conversion] as follows:


 


	Converting From	Converting Into
	 	 
	LIBOR Loans	 	LIBOR Loans	 
	 	 	 	 
	Maturity Date of Maturing LIBOR Loan	 	Principal Amount of New LIBOR
    Loan	$
	 	 	 	 
	Principal Amount of Maturing LIBOR Loan	$	Interest Period of New LIBOR
    Loan	months
	 	 	 	 
	Portion Thereof to be converted	$	 	 
	 	 	 	 
	Base Rate Loans	 	Base Rate Loan	 
	 	 	 	 
	Principal Amount of Base Rate Loan to be converted	$	Principal Amount of New Base
    Rate Loan	$
	 	 	 	 
	Portion Thereof to be converted	$	 	 


 


No Default or Event of Default has occurred and
is continuing nor will arise as a result of the extension of credit hereby requested and the undersigned hereby confirms the truth and
accuracy of the representations and warranties set forth in Article 10 of the Credit Agreement except to the extent any such representation
and warranty expressly relates solely to an earlier date. All capitalized terms defined in the Credit Agreement and used herein shall
have the meaning ascribed thereto in the Credit Agreement.


 


DATED the        day
of                , 20        .


 


	 	GATOS
    SILVER, INC.
	 	 
	 	 	Per:	 
	 	 	 	Name: 
	 	 	 	Title: 


 




    107


     


    

 





Schedule
I

CORPORATE STRUCTURE GATOS SILVER, INC.


 


See Schedule 8(a) of the Disclosure Certificate


 




    108


     


    


 


Schedule
J

APPLICABLE MARGIN


 


	Level	Leverage Ratio	LIBOR Loan interest rate margin	Base Rate Loan interest rate margin
	I	<1.00x	3.00% per annum	2.00% per annum
	II	
    ≥ 1.00x

    <2.00x
	3.25% per annum	2.25% per annum
	III	
    ≥ 2.00x

    <2.50x
	3.50% per annum	2.50% per annum
	IV	≥2.50x	4.00% per annum	3.00% per annum


 






    110


     


    

 


Schedule
K

QUALIFIED AFFILIATE INSTRUMENT OF ADHESION


 


TO:         BANK
OF MONTREAL, CHICAGO BRANCH, as Administrative Agent


 


AND TO:          THE
OTHER PARTIES TO THE CREDIT AGREEMENT REFERRED TO BELOW


 


Reference is made to the Credit Agreement dated
as of July 12, 2021 (the “Credit Agreement”) between Gatos Silver, Inc., as borrower, the Lenders named therein
and Bank of Montreal, Chicago Branch as administrative agent of the Lenders (in that capacity, the “Administrative Agent”).
Terms defined in the Credit Agreement are used herein as therein defined.


 


WHEREAS the Credit Agreement provides that an
Affiliate of a Lender may become a Qualified Affiliate under the Credit Agreement if it executes this instrument and delivers it to the
Administrative Agent;


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby represents, warrants and covenants
as follows:


 


		1.	By executing this instrument, the undersigned hereby covenants and agrees to be bound by the terms and
conditions of the Credit Agreement as a Qualified Affiliate, including all amendments, supplements and additions thereto, deletions therefrom
and restatements thereof, solely as relates to the terms and conditions set forth in Article 16 of the Credit Agreement.



 


		2.	The undersigned hereby acknowledges that it has been provided with a copy of the Credit Agreement.



 


DATED this        day of                ,
20        .


 


	 	[INSERT NAME OF QUALIFIED AFFILIATE]
	 	 
	 	Per:	 
	 	 	Name: 
	 	 	Title: 


 






    111


     


    

 


Schedule
L

MATERIAL AGREEMENTS


 


		1.	LGJV Agreement (including amendments)






		2.	Offtake Agreements






		3.	Mining Licenses






		4.	Royalty Agreements



 






    112


     


    

 


Schedule
M

ROYALTIES


 


		1.	Exploration, exploitation and unilateral promise of assignment of rights agreement dated May 4, 2006
between La Cuesta International, S.A. de C.V. and MPR;



 






    113


     


    

 


Schedule
N

FORM OF ACCESSION AGREEMENT


 


ACCESSION AGREEMENT


 


[Date]


 


TO:        Bank
of Montreal, Chicago Branch as Administrative Agent


 


CCLO.CrossBorderServicing@bmo.com


 


115 S. LaSalle St., 23W

Chicago, IL 60603

Attention: Jacob Emmons, Loan Servicing Representative

Facsimile: 312 293 4339


 


Ladies and Gentlemen:


 


Pursuant to Section 11.1(q) of the Credit
Agreement dated as of July 12, 2021 between Gatos Silver, Inc., as borrower, the Guarantors, the Lenders named therein and Bank
of Montreal, Chicago Branch as administrative agent of the Lenders (as amended to the date hereof, the “Credit Agreement”),
we, [Counterparty], as a Material Subsidiary of the Borrower and Guarantor pursuant to the terms of the Credit Agreement (the “Counterparty”),
confirm our agreement with you as follows:


 


		1.	The Counterparty acknowledges and agrees that, by its execution of this Accession Agreement, it (i) shall
be a Guarantor for the purposes of the Credit Agreement, with the rights and obligations of a Guarantor (limited as provided in this Accession
Agreement and the Credit Agreement) as if it had originally executed the Credit Agreement, (ii)  acknowledges that each reference
to Guarantor in the Credit Agreement shall be deemed to include the Counterparty and (iii) ratifies, as of the date of this Accession
Agreement, and agrees to be bound by all of the terms, provisions and conditions contained in the Credit Agreement and the other Finance
Documents.



 


		2.	The Counterparty represents and warrants to the Administrative Agent and the Lenders that (a) it
has full power and authority to enter into this Accession Agreement and the Credit Agreement and (b) this Accession Agreement and
the Credit Agreement have been duly authorized by it, this Accession Agreement has been duly executed and delivered by it and this Accession
Agreement and the Credit Agreement constitute its legal, valid and binding obligations, enforceable against it in accordance with the
terms hereof and thereof.



 


		3.	For the purposes of Section 18.1 of the Credit Agreement the Counterparty hereby designates the following
notice address:



 


[●]


 


[●]


 


[●]


 


Attention: [●]


 


Facsimile: [●]


 


Email:        [●]


 


		4.	The provisions of Sections 1.6, 18.3, and 18.8 of the Credit Agreement are hereby incorporated in full,
mutatis mutandis, to this Accession Agreement.



 


		5.	Terms used but not defined herein have the meanings assigned to them in the Credit Agreement.



 


[Signature page follows]


 






    114


     


    

 


	 	 	Yours truly,
	 	 	 
	 	[COUNTERPARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Acknowledged and Accepted:


 


	BANK OF MONTREAL, CHICAGO BRANCH,

as Administrative Agent	 
	 	 
	Per:	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	Per:	 	 
	 	Name: 	 
	 	Title: 	 


 






    115


     


    

 


Schedule
O

Indebtedness of the Adjusted Consolidated Borrower Group existing on the Closing Date


 


See Schedule 5 of Disclosure Certificate


 






    116


     


    

 


Schedule
P

ENVIRONMENTAL COMPLIANCE


 


None


 






    117


     


    

 


Schedule
Q

CLAIMS


 


None


 






    118


     


    

 


Schedule
R

FORM OF REPAYMENT NOTICE


 


Form of Repayment Notice


 


Date: ________________


 


TO:         Bank
of Montreal, Chicago Branch as Administrative Agent


 


CCLO.CrossBorderServicing@bmo.com


 


115 S. LaSalle St., 23W

Chicago, IL 60603

Attention: Jacob Emmons, Loan Servicing Representative

Facsimile: 312 293 4339


 


Ladies and Gentlemen:


 


We refer you to
Section 9.5 of the Credit Agreement dated as of July 12, 2021 between Gatos Silver, Inc., as borrower, the Guarantors,
the Lenders named therein and Bank of Montreal, Chicago Branch as administrative agent of the Lenders (as amended to the date hereof,
the “Credit Agreement”). Unless otherwise defined herein or unless there be something in the subject or the context
inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time
to time in the Credit Agreement.


 


Pursuant
to the provisions of 9.5 of the Credit Agreement, we hereby notify you that on l,
we shall prepay an amount equal to $l in
respect of the Facility as follows, to be applied in accordance with the terms of the Credit Agreement:


 


	LOANS
	Loans against which the payment 

is to be applied	 	 	Amount	 
	 	 	$		 
	 	 	$		 
	 	 	$		 



 


Yours truly,


 


	 	GATOS SILVER, INC.
	 	 
	 	By:	 
	 		Name:
	 	 	Title:
	 	 	I have authority to bind the corporation



 








    119