Exhibit 4.15


  








Execution version


CONFIDENTIAL


Dated April 2, 2015



 


FACILITY AGREEMENT 


 


for a US$370,000,000 term facility for
the development of the Gahcho Kué Diamond Project


 


2435572 ONTARIO INC.

as Borrower


 


MOUNTAIN PROVINCE DIAMONDS INC. and 2435386
ONTARIO INC.

as Guarantors


 


THE BANK OF NOVA SCOTIA, NATIXIS S.A.
and NEDBANK LIMITED, LONDON BRANCH

as Joint Lead Arrangers and Bookrunners


 


ING CAPITAL LLC

as Bookrunner


 


THE BANK OF NOVA SCOTIA

as Facility Agent


 


THE BANK OF NOVA SCOTIA

as Security Trustee


 


NATIXIS S.A.

as Technical Agent


 


THE BANK OF NOVA SCOTIA

as Account Bank


 


NEDBANK LIMITED, LONDON BRANCH


as Insurance Agent


 


NEDBANK LIMITED, LONDON BRANCH


as Marketing Agent 


 


EXPORT DEVELOPMENT CANADA


as Documentation Agent


 


THE FINANCIAL INSTITUTIONS NAMED HEREIN


as Hedge Providers


 


and


 


THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Lenders


 




     


     


    

 


Contents


 


	Clause	Page
	 	 	 
	1	Interpretation	1
	 	 	 
	2	The Facility	59
	 	 	 
	3	Purpose	60
	 	 	 
	4	Conditions	60
	 	 	 
	5	Utilisation	61
	 	 	 
	6	Repayment	64
	 	 	 
	7	Illegality, prepayment and cancellation	64
	 	 	 
	8	Interest	70
	 	 	 
	9	Interest periods	71
	 	 	 
	10	Changes to the calculation of interest	73
	 	 	 
	11	Fees	74
	 	 	 
	12	Tax Gross-up and indemnities	75
	 	 	 
	13	Increased costs	81
	 	 	 
	14	Other indemnities	82
	 	 	 
	15	Mitigation by the Finance Parties	84
	 	 	 
	16	Costs and expenses	85
	 	 	 
	17	Financial Model	86
	 	 	 
	18	Budgets	91
	 	 	 
	19	Project Accounts	96
	 	 	 
	20	Guarantee	100
	 	 	 
	21	Representations	104
	 	 	 
	22	Information undertakings	118
	 	 	 
	23	Financial and Reserve Undertakings	133
	 	 	 
	24	Positive undertakings	134
	 	 	 
	25	Negative undertakings	138
	 	 	 
	26	Project undertakings	146
	 	 	 
	27	Equity Contributions	159


 




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	28	Default	159
	 	 	 
	29	Changes to the Lenders	175
	 	 	 
	30	Changes to Obligors	179
	 	 	 
	31	Role of the Facility Agent, the Insurance Agent, the Marketing Agent,
    the Technical Agent and the Joint Lead Arrangers	180
	 	 	 
	32	Conduct of business by the Finance Parties	192
	 	 	 
	33	Payment mechanics	192
	 	 	 
	34	Set-off	195
	 	 	 
	35	Notices	195
	 	 	 
	36	Calculations and certificates	198
	 	 	 
	37	Partial invalidity	198
	 	 	 
	38	Remedies and waivers	199
	 	 	 
	39	Amendments and waivers	199
	 	 	 
	40	Confidentiality	199
	 	 	 
	41	Counterparts	203
	 	 	 
	42	Governing Law	203
	 	 	 
	43	Enforcement	203
	 	 	 
	Schedule 1 Original Lenders and Hedge Providers	206
	 	 
	Schedule 2 Initial Administrative Details of the Parties	208
	 	 
	Schedule 3 Conditions Precedent	222
	 	 
	Schedule 4 Forms of Utilisation Request and Selection Notice	233
	 	 
	Schedule 5 Certificates	236
	 	 
	Schedule 6 Form of Transfer Certificate	251
	 	 
	Schedule 7 Mandatory Cost Formula	253
	 	 
	Schedule 8 Repayment Schedule	256
	 	 
	Schedule 9 Insurances	257
	 	 
	Schedule 10 Economic Assumptions	287
	 	 
	Schedule 11 Completion Tests	289
	 	 
	Schedule 12 Hedging Strategy	353


  




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THIS AGREEMENT is dated ___________________________
2015 and made between:


 


		(1)	2435572 Ontario Inc. a company
                                         incorporated in Ontario, Canada with Ontario corporation number 002435572 and registered
                                         address 161 Bay Street, Suite 2315, P.O. Box 216, Toronto, ON, M5J 2S1 (the Borrower);



 


		(2)	MOUNTAIN PROVINCE DIAMONDS INC.
                                         a corporation organised and existing under the laws of the province of Ontario, Canada
                                         with Ontario corporation number 1922614 and registered address 161 Bay Street, Suite
                                         2315, P.O. Box 216, Toronto, ON, M5J 2S1 (the Parent and a Guarantor);



 


		(3)	2435386 Ontario Inc. a company
                                         incorporated in Ontario, Canada with Ontario corporation number 002435386 and registered
                                         address 161 Bay Street, Suite 2315, P.O. Box 216, Toronto, ON, M5J 2S1 (Ontario
                                         and a Guarantor);



 


		(4)	THE BANK OF NOVA SCOTIA (Scotiabank),
                                         NATIXIS S.A. and NEDBANK LIMITED, LONDON BRANCH (each a Joint Lead Arranger
                                         and a Bookrunner);



 


		(5)	ING CAPITAL LLC as Bookrunner;



 


		(6)	THE BANK OF NOVA SCOTIA (Scotiabank)
                                         as facility agent of the other Finance Parties (the Facility Agent);



 


		(7)	THE BANK OF NOVA SCOTIA (Scotiabank)
                                         as security trustee for the Finance Parties (the Security Trustee);



 


		(8)	NATIXIS S.A. as Technical
                                         Agent;



 


		(9)	THE BANK OF NOVA SCOTIA (Scotiabank)
                                         as Account Bank;



 


		(10)	NEDBANK LIMITED, LONDON BRANCH
                                         as Marketing Agent;



 


		(11)	NEDBANK LIMITED, LONDON BRANCH
                                         as Insurance Agent;



 


		(12)	EXPORT DEVELOPMENT CANADA
                                         as Documentation Agent;



 


		(13)	THE FINANCIAL INSTITUTIONS
                                         named in Part 2 of Schedule 1 (The Original Hedge Providers) (the Hedge
                                         Providers); and



 


		(14)	THE FINANCIAL INSTITUTIONS
                                         named in Part 1 of Schedule 1 (The Original Lenders) (the Lenders).



 


		1	Interpretation



 


Definitions


 


		1.1	In this Agreement



 


Accounts Agreement
means the agreement to be entered into between the Borrower, Ontario, the Account Bank, the Facility Agent and the Security Trustee
on or about the date of this Agreement in relation to the operation of the Project Accounts other than the Distribution Account


 




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Additional Cost Rate
has the meaning given to it in Schedule 7 (Mandatory Cost Formula)


 


Additional Equity Contribution
means any Equity Contribution made after Financial Close


 


Affiliate means in
relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding
Company including, in relation to Ontario, a Holding Company of its Holding Company


 


Agreement means this
facility agreement


 


Approved Capital Expenditure
means Capital Expenditure to be incurred after Project Completion by way of Cash Calls from the Operator in accordance with
the Life of Mine Plan, to be funded by Ontario from proceeds of the Intra-Group Loan and which has been incorporated into the
Financial Model


 


Assessment Documentation
is a series of documents prepared for the Project as part of the Environmental and Social Assessment process, such as the
ESIA, the ESMP, the Environmental Report and other documents prepared by or on behalf of the Operator or Ontario to ensure compliance
with the Environmental and Social Standards


 


Assignment of Rights under
the Joint Venture Agreement means the assignment by way of security in favour of the Security Trustee by Ontario of its rights
under the Joint Venture Agreement to be entered into on or about the date of this Agreement


 


Assumptions means the
Economic Assumptions and the Technical Assumptions


 


Availability Period
means the period commencing on Financial Close and ending on the earlier of (i) the date falling thirty (30) Months after Financial
Close; (ii) Project Completion; and (iii) the date on which the Available Facility is reduced to zero (0), provided that in each
case if any such date is not a Business Day, the last day of the relevant Availability Period shall be the immediately preceding
Business Day


 


Available Commitments
means, in relation to a Lender, that Lender's Commitments in respect of the Facility less its Contributions under the Facility


 


Available Facility
means the aggregate at any time of each Lender's Available Commitment in respect of the Facility


 


Available Resources
means, at any date before Project Completion, without double counting, the aggregate of:


 


		(a)	the Available Facility;



 


		(b)	the amounts standing to the credit
                                         of the Proceeds Accounts in accordance with the terms of the Finance Documents; and



 




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		(c)	any Revenue forecast to be received
                                         prior to Project Completion in accordance with the Financial Model, less any Operating
                                         Costs forecast to be incurred prior to Project Completion in accordance with the Financial
                                         Model



 


Available Resources (Physical
Completion) means, at any date before Project Completion, without double counting, the aggregate of:


 


		(a)	the Available Facility;



 


		(b)	the amounts standing to the credit
                                         of the Proceeds Accounts in accordance with the terms of the Finance Documents; and



 


 


		(c)	the amounts standing to the credit
                                         of the Cost Overrun Reserve Account



 


Bankable Feasibility Study
means the bankable feasibility study dated 31 March 2014 prepared [REDACTED]


 


Base Case means the
base case financial projections and ratios contemplated by paragraph 9.1 of Part 1 of Schedule 3 (Conditions Precedent)
delivered by the Borrower to the Facility Agent on or before Financial Close


 


Base Reference Bank Rate
means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request
by the Reference Banks:


 


		(a)	(other than where paragraph (b)
                                         below applies) as the rate at which the relevant Reference Bank could borrow funds in
                                         the London interbank market in Dollars and for the relevant period were it to do so by
                                         asking for and then accepting interbank offers for deposits in reasonable market size
                                         in Dollars for that period; or



 


		(b)	if different, as the rate (if
                                         any and applied to Dollars and the relevant Reference Bank period) which contributors
                                         to the applicable Screen Rate are asked to submit to the relevant administrator



 


Basel II Accord means
the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the
Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement,
excluding any amendment thereto arising out of the Basel III Accord


 


Basel II Approach means,
in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined
in the Basel II Accord) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying
with the Basel II Accord


 


CERTAIN PORTIONS OF THIS PAGE HAVE BEEN
OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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Basel II Regulation means:


 


		(a)	any law or regulation in force
                                         as at the date hereof implementing the Basel II Accord, (including the relevant provisions
                                         of directive 2013/36/EU (CRD IV) and regulation 575/2013 (CRR) of the European
                                         Union) to the extent only that such law or regulation re-enacts and/or implements the
                                         requirements of the Basel II Accord but excluding any provision of such law or regulation
                                         implementing the Basel III Accord; and



 


		(b)	any Basel II Approach adopted
                                         by a Finance Party or any of its Affiliates



 


Basel III Regulation
means any law or regulation implementing the Basel III Accord (including CRD IV and CRR) save to the extent that such law or regulation
re-enacts a Basel II Regulation


 


Basel III Accord
means, together:


 


		(a)	the agreements on capital requirements,
                                         a leverage ratio and liquidity standards contained in “Basel III: A global regulatory
                                         framework for more resilient banks and banking systems”, “Basel III: International
                                         framework for liquidity risk measurement, standards and monitoring” and “Guidance
                                         for national authorities operating the countercyclical capital buffer” published
                                         by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented
                                         or restated;



 


		(b)	the rules for global systemically
                                         important banks contained in “Global systemically important banks: assessment methodology
                                         and the additional loss absorbency requirement - Rules text” published by the Basel
                                         Committee on Banking Supervision in November 2011, as amended, supplemented or restated;
                                         and



 


		(c)	any further guidance or standards
                                         published by the Basel Committee on Banking Supervision relating to “Basel III”



 


Borrower Compliance Certificate
means a certificate of compliance issued by the Borrower substantially in the form set out in Part 1 of Schedule 5 (Form
of Borrower Compliance Certificate) and duly signed by an authorised signatory of the Borrower


 


Borrower Blocked Account
Agreement means the blocked account agreement between the Borrower, the Account Bank and the Security Trustee to be entered
into on or about the date of this Agreement


 


Borrower General Security
Agreement means the Ontario law general security agreement granting, in favour of the Security Trustee, a fixed and floating
security interest in certain assets of the Borrower to be entered into on or about the date of this Agreement


 


Borrower Rollover Agreement
means the rollover agreement entered into on or about 3 October 2014 between the Parent and the Borrower in relation to transferring
the Parent’s shares in Ontario to the Borrower


 




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Borrower Share Pledge
means the Ontario law share pledge granting, in favour of the Security Trustee, a security interest over the Borrower’s
shares in Ontario to be entered into on or about the date of this Agreement


 


Borrower's Costs means:


 


		(a)	reasonable costs, expenses and
                                         fees properly incurred by the Borrower solely in connection with the management and administration
                                         of the Borrower, Ontario, or the Parent, including fees payable under the Management
                                         Agreement to the extent such fees have been included in the Financial Model; and



 


		(b)	reasonable fees, costs and expenses
                                         of the legal, technical, financial and other advisers to the Borrower, Ontario, or the
                                         Parent properly incurred by the Borrower for the purposes of the Project



 


Break Costs means the
amount (if any) by which:


 


		(a)	the interest (excluding Margin)
                                         which a Lender should have received for the period from the date of receipt of all or
                                         any part of its participation in a Loan or an Unpaid Sum to the last day of the current
                                         Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid
                                         Sum received been paid on the last day of that Interest Period;



 


exceeds


 


		(b)	the amount which that Lender
                                         would be able to obtain by placing an amount equal to the principal amount or Unpaid
                                         Sum received by it on deposit with a leading bank in the London interbank market for
                                         a period starting on the Business Day following receipt or recovery and ending on the
                                         last day of the current Interest Period



 


Business Day means
a day (other than Saturday or Sunday) on which banks are open for general business in London and Toronto, and, if on that day
a payment or purchase of any Dollar amount or any other currency is to be made, which is also a day on which banks are open for
general business in New York City or the principal financial centre of the country of that currency, as the case may be


 


CAD Proceeds Account
means the account named "CAD Proceeds Account" with account number [REDACTED], denominated in Canadian Dollars and held
by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility
Agent (acting reasonably) and any sub-accounts of the foregoing


 


CERTAIN
PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 






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Calculation Date means, as the context may require, a Scheduled Calculation Date or an Unscheduled Calculation Date


 


Calculation Period
means, in respect of a Calculation Date:


 


		(a)	in relation to a previous Calculation
                                         Period, the twelve (12) month period ending on that Calculation Date; and



 


		(b)	in relation to a future Calculation
                                         Period, the twelve (12) month period starting on the day after such Calculation Date
                                         (or, in respect of any Scheduled Calculation Date falling less than 12 months prior to
                                         the Final Scheduled Repayment Date, the period commencing on the day after such Calculation
                                         Date and ending on the Final Scheduled Repayment Date);



 


Canadian Dollars and
C$ means the lawful currency from time to time of Canada


 


Capital Expenditure
means for any period the aggregate of all amounts required to be paid by Ontario during such period by way of expenditure for
fixed or capital assets, plant and equipment including (i) expenditure incurred in connection with all development costs; and
(ii) working capital referred to in the Financial Model and the Life of Mine Plan and incurred or to be incurred prior to Project
Completion, in each case which is included in the JV Plan and Budget and which would be treated as capital expenditure in accordance
with IAS


 


Cash Call has the meaning
given to it in the Joint Venture Agreement and includes any request by the Operator for a ‘special advance’ as contemplated
under Schedule A, Article 1, Paragraph 1.3(b) of the Joint Venture Agreement


 


Cash Call Reserve Account
means the account named "Cash Call Reserve Account" with account number [REDACTED], denominated in Dollars and held
by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility
Agent and any sub-accounts of the foregoing


 


Cash Call Reserve Minimum
Balance means on any date the aggregate amount (in Dollars or the Dollar Equivalent) of all costs and expenses expected to
be incurred by the Borrower and/or Ontario (including in respect of all Cash Calls expected to be made by the Operator), other
than (i) fees and other costs and expenses payable under the Management Agreement and (ii) MPV Expenses, in the three (3) Month
period (or such longer period as the Borrower and the Technical Agent may agree from time to time) commencing on the day immediately
following that date, as calculated by the Borrower and confirmed by the Technical Agent and notified to the Facility Agent and
the Borrower by the Technical Agent promptly upon the confirmation of such calculation


 


CERTAIN
PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 






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Cash Flow Available for
Debt Service or CFADS means (without double counting), on any Calculation Date, in respect of any period, A minus
B, where:


 


		(a)	A is the aggregate Revenues
                                         received by the Borrower or Ontario during that period (plus (without double counting)
                                         (i) in respect of any Calculation Period ending on the first Calculation Date, all Revenues
                                         received by the Borrower or Ontario prior to the first Calculation Date; and (ii) any
                                         amounts transferred to a Proceeds Account from the Sunk Cost Reserve Account or the Cash
                                         Call Reserve Account); and



 


		(b)	B is the aggregate of
                                         all amounts (without double counting) payable by the Borrower (including on behalf of
                                         Ontario) or Ontario during that period (plus (without double counting) in respect of
                                         any Calculation Period ending on the first Calculation Date, all amounts payable by the
                                         Borrower (including on behalf of Ontario) or Ontario prior to the first Calculation Date)
                                         in respect of:



 


		(i)	Construction Costs;



 


		(ii)	Operating Costs; and



 


		(iii)	without double counting, any
                                         amounts transferred from a Proceeds Account to the Sunk Cost Reserve Account or the Cash
                                         Call Reserve Account,



 


in each case on a "cash",
rather than an "accruals" basis


 


Cash Sweep Calculation
Certificate means a certificate signed by an authorised signatory of the Borrower substantially in the form set out in Part
2 of Schedule 5 (Form of Cash Sweep Calculation Certificate) duly detailing the Excess Cashflow for the Quarter ending
on the most recent Calculation Date


 


Cash Sweep Period means,
in respect of a Calculation Date, the three (3) month period ending on that Calculation Date


 


Certificate of No Default
means a certificate substantially in the form set out in Part 5 of Schedule 5 (Form of Certificate of No Default)
signed by an authorised signatory of the Borrower, the Parent and Ontario and provided to the Facility Agent pursuant to clauses
22.18 and 22.19 (Notification of Default)


 


Change of Control means:


 


		(a)	the shares of the Parent cease
                                         to be listed on the Toronto Stock Exchange or any other exchange acceptable to the Facility
                                         Agent (acting on the instructions of the Majority Lenders); or



 


		(b)	Ontario ceases to have a Participating
                                         Interest in the Project of at least forty nine per cent (49%); or



 




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		(c)	the Borrower ceases to hold
                                         beneficially one hundred per cent (100%) of the issued share capital of Ontario; or



 


		(d)	the Parent ceases to hold beneficially
                                         at least one hundred per cent (100%) of the issued share capital of the Borrower



 


Code means the US Internal
Revenue Code of 1986


 


Commencement of Commercial
Production has the meaning given to it in the Joint Venture Agreement


 


Commitments means,
in relation to the Facility:


 


		(a)	in relation to an Original
                                         Lender, the amount set opposite its name in the relevant part of Schedule 1 (The
                                         Original Lenders) in respect of the Facility together with any further amount transferred
                                         to it under a Transfer Certificate; and



 


		(b)	in relation to a New Lender,
                                         the amount transferred to it under a Transfer Certificate in respect of the Facility,



 


in each case to the extent
not cancelled, reduced or transferred by it under this Agreement


 


Compensation Proceeds
means any amounts payable to or received by, or for the account of, any Obligor as compensation for any loss related to the Project
including:


 


		(a)	in relation to partial or total
                                         nationalisation, expropriation or compulsory purchase of the Project, any interest in
                                         the Project, any asset or right (irrespective of how that right is described) of any
                                         Obligor relating to the Project;



 


		(b)	in respect of the release, inhibition,
                                         modification, suspension or cancellation of any rights, easements or covenants enjoyed
                                         by or benefiting the Project, or the imposition of any restrictions affecting the Project,
                                         or the grant of any easements or rights over or affecting the Project or any part of
                                         it;



 


		(c)	in respect of refusal, revocation,
                                         suspension or modification of any Project Authorisation or Environmental or Social Permit
                                         or other official permission, consent, authorisation or exemption or any other official
                                         order or notice restricting the construction or operation of the Project;



 


		(d)	under or in respect of the Mining
                                         Licences in connection with the termination, expiry or disposal of the Mining Licences;
                                         and



 


		(e)	in the nature of damages or compensation
                                         under, in relation to or in connection with any Project Document, including Performance
                                         Liquidated Damages,



 


but excluding Insurance Proceeds
and Delay Liquidated Damages


 




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Competent Authority
means any governmental, supranational, local government, statutory or regulatory body or any subdivision thereof and/or any ministerial
or governmental, quasi-governmental or other regulatory department, body, instrumentality, agency or official court or tribunal
having jurisdiction over any Obligor, the Project or the subject matter of, or any party (other than a Finance Party) to any of
the Transaction Documents


 


Completion Certificates
has the meaning given to that term in Schedule 11 (Completion Tests)


 


Confidential Information
means all information relating to the Project, Ontario, the Borrower, any Major Project Party or the Group, the Project Documents,
the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming,
a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under,
the Finance Documents or the Facility from either:


 


		(a)	the Borrower, any Major Project
                                         Party or any member of the Group or any of their respective advisers; or



 


		(b)	another Finance Party, if the
                                         information was obtained by that Finance Party directly or indirectly from the Borrower,
                                         any Major Project Party or any member of the Group or any of their respective advisers,



 


in whatever form, and includes
information given orally and any document, electronic file or any other way of representing or recording information which contains
or is derived or copied from such information but excludes information that:


 


		(i)	is or becomes public information
                                         other than as a direct or indirect result of any breach by that Finance Party of clause
                                         40 (Confidentiality);



 


		(ii)	is identified in writing at
                                         the time of delivery as non-confidential by the Borrower, any Major Project Party or
                                         any member of the Group or any of their respective advisers;



 


		(iii)	is required to be publicly
                                         disclosed by any of the Parties in order to comply with their responsibilities under
                                         the Equator Principles; or



 


		(iv)	is known by that Finance Party
                                         before the date the information is disclosed to it in accordance with paragraphs (a)
                                         or (b) above or is lawfully obtained by that Finance Party after that date, from a source
                                         which is, as far as that Finance Party is aware, unconnected with the Borrower, any Major
                                         Project Party or the Group and which, in either case, as far as that Finance Party is
                                         aware, has not been obtained in breach of, and is not otherwise subject to, any obligation
                                         of confidentiality



 


Confirmation of Assignment
Agreement means the letter agreement dated 3 October 2014 from MPV and Ontario to De Beers, confirming, amongst other things,
the assignment of MPV’s Participating Interest to Ontario, as acknowledged and agreed by De Beers on 10 October 2014


 




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Consultants means the
Independent Technical Consultant, the Independent Environmental Consultant, the Independent Insurance Consultant, the Independent
Diamond Consultant and each other adviser or consultant appointed in accordance with clause 31.50 (Appointment of Consultants)
and Consultant means any one of them


 


Construction Budget
means the Initial Construction Budget and thereafter each Revised Construction Budget finalised and approved in accordance with
clauses 18.1 to 18.7 (Construction Budget)


 


Construction Costs
means all costs (including Capital Expenditure, Borrower’s Costs, MPV Expenses payable prior to Project Completion, Operating
Costs, Taxes (including VAT), Royalties and insurance premium payable in respect of the Project from the date of this Agreement
until Project Completion), expenses and fees incurred by the Borrower or Ontario, through Ontario’s contributions made pursuant
to the Joint Venture Agreement (including its contributions to the Operator’s management fee payable under the Joint Venture
Agreement) or otherwise, until Project Completion


 


Construction Period
means the period from the date of this Agreement until Project Completion


 


Contingency Balance
means that line item in the JV Plan and Budget to be applied towards contingencies and labelled ‘Contingency’


 


Contribution means,
in respect of a Lender in relation to the Facility at any time, the amount of any Loan then owing to that Lender under the Facility


 


Corrective Action Plan
means a plan prepared by a reputable technical expert acceptable to the Facility Agent (acting reasonably):


 


		(a)	detailing the event or circumstance
                                         described in clauses 22.24(a) to 22.24(f) (Environmental and Social Matters);



 


		(b)	detailing measures to be implemented
                                         to remedy the relevant event or circumstance described in clauses 22.24(a) to 22.24(f)
                                         (Environmental and Social Matters), which remedial measures must be capable of
                                         implementation within a reasonable time and at reasonable cost; and



 


		(c)	including a time schedule and
                                         a cost schedule for implementation of the plan



 


Corrupt Act means any
act or omission which is corrupt in nature, including:


 


		(a)	the offering or giving of any
                                         payment, reward or other advantage to any public official or other person, including
                                         Finance Party employees, in order to improperly or dishonestly influence the person concerned
                                         in the exercise of his or her duties;



 


		(b)	the offering or giving of any
                                         improper, dishonest or criminal advantage to influence the action of any person holding
                                         a public office or function or a director or employee of a public authority or public
                                         enterprise or a director or official of a public international organisation;



 




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		(c)	any act which improperly or dishonestly
                                         influences or aims improperly or dishonestly to influence the procurement process or
                                         the implementation of the business of the Borrower, including collusion between tenderers;



 


		(d)	any act which has been found
                                         or is likely to be found by a court of competent jurisdiction to constitute an offence
                                         under any Corrupt Practices Laws;



 


		(e)	any act of a similar nature to
                                         those described in paragraphs (a), (b), (c) and (d) above which has been admitted by
                                         the person initiating or engaging in that activity to have taken place;



 


		(f)	any act of a similar nature to
                                         those described in paragraphs (a), (b), (c) and (d) above which has been found or is
                                         likely to be found by a court in a competent jurisdiction to be illegal, void, voidable
                                         or unenforceable under its governing law; and/or



 


		(g)	any act of a similar nature to
                                         those described in paragraphs (a), (b), (c) and (d) above which has been found or is
                                         likely to be found by a court in any competent jurisdiction to constitute an offence
                                         under any applicable law including any Corrupt Practices Laws



 


Corrupt Practices Laws
means:


 


		(a)	the OECD Convention of 17 December
                                         1997 with respect to measures against corruption of foreign public officials and any
                                         OECD Guidelines or Action Statements with respect thereto;



 


		(b)	any other law or regulation,
                                         and the principles set out in the same, relating to bribery, kick-backs, anti-corruption
                                         or similar business practices to which any Obligor or any Finance Party is bound to comply
                                         and/or ensure or procure compliance with, including:



 


		(i)	the UK Bribery Act 2010; and



 


		(ii)	any other similar law or regulation
                                         in force in South Africa, Canada or any other jurisdiction to the extent that the relevant
                                         Obligor or any Finance Party is required to comply with that law or regulation



 


Cost Overrun means
any Construction Cost which:


 


		(a)	is not referred to in the Financial
                                         Model; or



 


		(b)	relates to an item of Capital
                                         Expenditure which is referred to in the Financial Model but where such reference is to
                                         a lower amount than such Construction Cost; or



 




    	 	11



     


    

 


		(c)	results from delays in the development
                                         of the Project and is either not referred to in the Financial Model or relates to an
                                         item of Capital Expenditure which is referred to in the Financial Model but where such
                                         reference is to a lower amount than such Construction Cost; or



 


		(d)	is referred to in the Financial
                                         Model or relates to an item of Capital Expenditure which is referred to in the Financial
                                         Model, and in each case was incorporated in the Financial Model or the Operating Budget
                                         after the date of this Agreement in accordance with clause 17 (Financial Model)
                                         or clause 18 (Budgets) on the basis that it accurately reflected a change to the
                                         JV Plan and Budget which was approved by the Technical Agent or the Facility Agent (each
                                         acting on the instructions of the Majority Lenders) prior to Ontario voting to approve
                                         such change at the JV Management Committee and at the time of such approval by the Technical
                                         Agent or the Facility Agent the amount was designated as a Cost Overrun by the Technical
                                         Agent (on the advice of the Independent Technical Consultant),



 


in each case
to the extent the use of the Contingency Balance for such Construction Costs is not approved by the JV Management Committee (provided
that Ontario has acted, approved or voted on such decision in accordance with this Agreement) in accordance with the procedures
for approval in the Joint Venture Agreement to fund such Construction Cost or increased Capital Expenditure


 


Cost Overrun Reserve Account
means the account named "Cost Overrun Reserve Account" with account number [REDACTED], denominated in Canadian Dollars
and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of
the Facility Agent (acting reasonably) and any sub-accounts of the foregoing


 


Cost Overrun Reserve Amount
means [REDACTED] due to proprietary nature of sensitive business informaiton]


 


Cost Share has the
meaning given to it in the Joint Venture Agreement


 


Cost to Complete Certificate
means a certificate, substantially in the form set out in Part 4 of Schedule 5 (Form of Cost to Complete Certificate)
and duly signed by an authorised signatory of the Borrower and the Independent Technical Consultant


 


Cost to Complete Shortfall
means:


 


		(a)	the Available Resources are less
                                         than the Projected Project Costs; and/or



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	12



     


    

  


		(b)	the Available Resources (Physical
                                         Completion) are less than the Projected Project Costs (Physical Completion)



 


Costs Certificate means
a certificate substantially in the form set out in Part 3 of Schedule 5 (Form of Costs Certificate) signed by an authorised
signatory of the Borrower and provided by the Borrower to the Facility Agent and the Technical Agent in relation to each proposed
Utilisation:


 


		(a)	setting out the Eligible Costs
                                         that:



 


		(i)	are due and payable; and



 


		(ii)	will become due for payment
                                         within ninety (90) days from the Utilisation Date,



 


in a sufficient level of detail
(and attaching invoices or documentation issued by the Operator evidencing such Eligible Costs) to enable the Technical Agent
to verify the accuracy of the Eligible Costs;


 


		(b)	confirming that:



 


		(i)	(other than in relation to the
                                         Costs Certificate in relation to the first Utilisation) the proceeds of the previous
                                         Utilisation were used to pay the Eligible Costs referred to in the previous Costs Certificate
                                         or were paid to the Operator pursuant to Cash Calls; and



 


		(ii)	the aggregate amount of Eligible
                                         Costs incurred by the Borrower does not exceed the aggregate amount of Eligible Costs
                                         anticipated to be incurred on or prior to the proposed Utilisation Date in the Construction
                                         Budget, unless due to a later than anticipated Cash Call by the Operator; and



 


		(c)	certifying the credit balances
                                         on the USD Proceeds Account and the CAD Proceeds Account on the date of the Costs Certificate,
                                         and providing an estimate of the expected credit balances of the USD Proceeds Account
                                         and the CAD Proceeds Account on the proposed Utilisation Date



 


CRD IV means Directive
2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions
and investment firms, amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC


 


CRR means Regulation
(EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation
(EU) No. 648/2012


 


De Beers means De Beers
Canada Inc., a corporation incorporated under the laws of Canada and having an office at Suite 900, 250 Ferrand Drive, Toronto,
Ontario, M3C3G8


 




    	 	13



     


    

 


De Beers Portion means
the amount to be paid by Ontario in respect of a winning bid for Fancies and Special Stones to De Beers (in its capacity as JV
Participant) and any other JV Participants who are not Obligors, calculated in accordance with the Joint Venture Agreement


 


De Beers Subordination
Agreement means the subordination agreement to be entered into between De Beers in its capacity as JV Participant and the
Security Trustee pursuant to the acknowledgement letter to be dated on or about the date of this Agreement from the Security Trustee
to De Beers


 


Debt Service Reserve Account
or DSRA means the account named "Debt Service Reserve Account" with account number [REDACTED], denominated
in Dollars and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the
consent of the Facility Agent and any sub-accounts of the foregoing


 


Decommissioning Plan
means a plan (consistent with applicable laws and with best international practice) to retire the physical facilities of the Project,
including decontamination, dismantlement, rehabilitation, landscaping and monitoring


 


Default means any Event
of Default or any event or circumstance specified in clause 28 (Default) which would (upon the giving of notice, the expiry
of the relevant grace period, the making of any determination, or any combination of the foregoing) constitute an Event of Default


 


Delay Liquidated Damages
means all sums payable to or received by, or for the account of, the Borrower or Ontario under any of the Project Documents
as liquidated damages (howsoever defined) for delay in completion of the subject matter of the relevant Project Document, together
with all other amounts representing the proceeds of any other security, bonds or guarantees payable to or received by the Borrower
or Ontario in lieu of such liquidated damages


 


Development Plan means,
collectively (i) the Bankable Feasibility Study, (ii) the Environmental and Social Impact Assessment, (iii) the Integrated Environmental
and Social Management Plan, (iv) the Technical Report, (v) the Environmental Report, (vi) the Diamond Consultant Report, and (vii)
(as applicable) the Construction Budget and the Operating Budget (as the same may each be updated from time to time in accordance
with this Agreement)


 


Diamond Auction Platform
means the platform or system, approved by the Marketing Agent (acting on the instructions of the Majority Lenders) from time
to time, to be used by a Diamond Broker in relation to the sale of Diamonds (other than Fancies and Special Stones unless permitted
by the Marketing Agent (acting on the instructions of the Majority Lenders))


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	14



     


    

 


Diamond Broker means
any independent diamond broker, approved by the Marketing Agent (acting on the instructions of the Majority Lenders) and appointed
by Ontario under a Diamond Brokering Agreement in relation to the marketing and sale of Diamonds (other than Fancies and Special
Stones unless permitted by the Marketing Agent (acting on the instructions of the Majority Lenders))


 


Diamond Brokering Agreement
means an agreement to be entered into between the Borrower, Ontario and a Diamond Broker, in form and substance satisfactory
to the Marketing Agent (acting on the instructions of the Majority Lenders and on the advice of the Independent Diamond Consultant)


 


Diamond Consultant Report
means each report made by the Independent Diamond Consultant in connection with the Independent Diamond Consultant's Appointment
Letter


 


Diamond Sorter means
the owner/operator of the Yellowknife Facility or such other entity appointed by the Operator to sort diamonds from the Project


 


Diamond Sorting Agreement
means the agreement to be entered into between the Operator and the Diamond Sorter in relation to the sorting and splitting
of diamonds produced at the Project by the Diamond Sorter at the Yellowknife Facility


 


Diamond Transporter
means any diamond transporter approved by the Marketing Agent (acting on the instructions of the Majority Lenders) and appointed
by Ontario from time to time under a Diamond Transportation Agreement in relation to the transportation of Diamonds to the Diamond
Broker


 


Diamond Transportation
Agreement means the agreement to be entered into between the Borrower, Ontario and the Diamond Transporter, in form and substance
satisfactory to the Marketing Agent (acting on the instructions of the Majority Lenders and on the advice of the Independent Diamond
Consultant)


 


Diamond Valuation Reports
means the regular diamond valuation reports to be provided by the Independent Diamond Consultant during the Facility Period
pursuant to clauses 22.33 to 22.34 (Diamond Valuation Report)


 


Diamond Valuer means
the diamond valuer approved by the Marketing Agent (acting on the instructions of the Majority Lenders) and appointed by Ontario
from time to time under the Diamond Valuer Appointment Letter or employed by the Borrower in relation to the valuation of Diamonds


 


Diamond Valuer Appointment
Letter means the appointment agreement to be entered into between Ontario and the Diamond Valuer, in form and substance satisfactory
to the Marketing Agent (acting on the instructions of the Majority Lenders and on the advice of the Independent Diamond Consultant)


 


Diamonds means those
diamonds (including Fancies and Special Stones) produced from the Project to which Ontario is entitled under the Joint Venture
Agreement


 




    	 	15



     


    

 


Direct Agreements means
any direct agreement with a Major Project Party required by the Facility Agent from time to time, provided that, where any Project
Document ceases to be a Project Document in accordance with this Agreement, such Direct Agreement shall cease to be a Direct Agreement
under this Agreement


 


Disruption Event means
either or both of:


 


		(a)	a material disruption to those
                                         payment or communications systems or to those financial markets which are, in each case,
                                         required to operate in order for payments to be made in connection with the Facility
                                         (or otherwise in order for the transactions contemplated by the Finance Documents to
                                         be carried out) which disruption is not caused by, and is beyond the control of, any
                                         of the Parties; or



 


		(b)	the occurrence of any other event
                                         which results in a disruption (of a technical or systems-related nature) to the treasury
                                         or payments operations of a Party preventing that, or any other Party:



 


		(i)	from performing its payment
                                         obligations under the Finance Documents; or



 


		(ii)	from communicating with other
                                         Parties in accordance with the terms of the Finance Documents,



 


and which (in either such
case) is not caused by, and is beyond the control of, the Party whose operations are disrupted


 


Distribution means:


 


		(a)	any payment by the Borrower or
                                         Ontario, of dividends or other distribution (whether in cash or in kind) and any bonus
                                         issue or any return of capital including any payment in respect, or on the redemption,
                                         of any share capital whether at a premium or otherwise;



 


		(b)	any payment of interest, principal
                                         or any other amount in respect of any shareholder loans or loan notes or in respect of
                                         any Financial Indebtedness owed by the Borrower or Ontario to any of its direct or indirect
                                         shareholders or other Affiliates, including any purchase by the Borrower or Ontario of
                                         any shareholder loans or such Financial Indebtedness;



 


		(c)	any payment or discharge by way
                                         of set-off, counterclaim or otherwise in respect of Financial Indebtedness made by the
                                         Borrower or Ontario to any of its direct or indirect shareholders or other Affiliates
                                         or in respect of shareholder loans; and



 


		(d)	all and any amounts paid or payable
                                         pursuant to the Management Agreement to the extent such amounts are not incorporated
                                         into the Financial Model



 




    	 	16



     


    

 


Distribution Account
means the Dollar denominated account named "Distribution Account" with account number [REDACTED] and held by the Borrower
at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent and any
sub-accounts of the foregoing


 


Distribution Conditions
means:


 


		(a)	Project Completion has occurred;



 


		(b)	the First Repayment Date has
                                         occurred;



 


		(c)	the credit balance on the Debt
                                         Service Reserve Account on the relevant Scheduled Calculation Date falling after Project
                                         Completion is equal to or greater than the DSRA Minimum Balance for that Scheduled Calculation
                                         Date;



 


		(d)	(unless all MPV Expenses have
                                         been paid in full to De Beers) the credit balance on the Sunk Cost Reserve Account on
                                         the relevant Scheduled Calculation Date falling after Project Completion is equal to
                                         or greater than the Sunk Cost Reserve Minimum Balance for that Scheduled Calculation
                                         Date;



 


		(e)	the credit balance on the Cash
                                         Call Reserve Account on the relevant Scheduled Calculation Date falling after Project
                                         Completion is equal to or greater than the Cash Call Reserve Minimum Balance for that
                                         Scheduled Calculation Date;



 


		(f)	the credit balance on the Reclamation
                                         Reserve Account on the relevant Scheduled Calculation Date falling after Project Completion
                                         is equal to or greater than the Reclamation Reserve Minimum Balance for that Scheduled
                                         Calculation Date;



 


		(g)	no Default has occurred and is
                                         continuing or would result from the making of such payment into the Distribution Account;



 


		(h)	the Borrower has given the Facility
                                         Agent at least three (3) Business Days’ notice of the amount of the proposed transfer
                                         to the Distribution Account;



 


		(i)	payment is made in accordance
                                         with the Payment Cascade;



 


		(j)	on the relevant Calculation Date
                                         the Historic Debt Service Cover Ratio for the Calculation Period ending on that Calculation
                                         Date is greater than [REDACTED];



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	17



     


    

 


		(k)	on the relevant Calculation Date
                                         the Forecast Debt Service Cover Ratio for the next Calculation Period and the Calculation
                                         Period ending on each subsequent Scheduled Calculation Date until the Final Scheduled
                                         Repayment Date is greater than [REDACTED];



 


		(l)	on the relevant Calculation Date
                                         the Loan Life Cover Ratio on that Calculation Date and any future Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date is greater than [REDACTED];



 


		(m)	on the relevant Calculation Date
                                         and on each Scheduled Calculation Date until the Final Scheduled Repayment Date the Ore
                                         Reserve Tail Ratio is greater than thirty per cent [REDACTED];



 


		(n)	all other payments due to be
                                         made from the Project Accounts by the date on which the transfer of funds from the USD
                                         Proceeds Account to the Distribution Account will occur, have been made; and



 


		(o)	following the transfer of funds
                                         from the USD Proceeds Account to the Distribution Account, the aggregate credit balances
                                         on the Proceeds Accounts and the Cash Call Reserve Account will be at least sufficient
                                         to meet Operating Costs (other than MPV Expenses) anticipated to fall due and payable
                                         within the ninety (90) day period following such transfer



 


Dodd-Frank Act means
the Dodd-Frank Wall Street Reform and Consumer Protection Act of the United States of America, passed in 2010, and all requests,
rules, guidelines or directives there under or issued in connection therewith


 


Dollar Equivalent means,
in relation to an amount specified in a particular currency (the first amount), the net amount of Dollars which the Facility
Agent determines can be purchased with the first amount by applying the spot rate for that foreign exchange conversion which the
Account Bank applies to its customers generally at or about 11.00 a.m. on the day on which the calculation falls to be made


 


Dollars and US$
means the lawful currency from time to time of the United States of America


 


DSRA Minimum Balance
means on any date the aggregate amount of principal and interest falling due for payment under the Finance Documents in respect
of the Facility in the nine (9) Month period commencing on the day immediately following that date as calculated by the Technical
Agent and notified to the Facility Agent and the Borrower promptly upon the determination of such calculation


 


CERTAIN
PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 


 






    	 	18



     


    

 


 



DSRA Minimum
Balance (Project Completion) means on any date the aggregate amount of principal and interest falling due for payment under
the Finance Documents in respect of the Facility in the six (6) Month period commencing on the day immediately following that
date as calculated by the Technical Agent and notified to the Facility Agent and the Borrower promptly upon the determination
of such calculation


 


Economic Assumptions
means the economic assumptions (including, without limitation, those relating to diamond prices, interest rates, inflation, rates
of taxation and VAT) listed in Schedule 10 (Economic Assumptions) and incorporated in the Financial Model delivered
to the Facility Agent at or before Financial Close in accordance with clause 4.1 (Initial conditions precedent), as amended
from time to time in accordance with and subject to this Agreement


 


Eligible Costs means,
at any time, the amounts payable by the Borrower or Ontario (including where applicable by contributions by Ontario to the Operator
made pursuant to the Joint Venture Agreement) in respect of:


 


		(a)	Construction Costs;



 


		(b)	Operating Costs payable on or
                                         before Project Completion;



 


		(c)	Borrower's Costs payable on or
                                         before Project Completion;



 


		(d)	Finance Costs payable on or before
                                         Project Completion;



 


		(e)	Taxes (including VAT) payable
                                         by the Borrower in respect of the Project on or before Project Completion; and



 


		(f)	any other fees, costs and expenses
                                         approved by the Facility Agent (acting on the instructions of the Majority Lenders) as
                                         Eligible Costs,



 


in each case as set out in
the Financial Model or otherwise approved by the Majority Lenders


 


Emergency means a condition,
circumstance or situation which, in the reasonable opinion of the Borrower:


 


		(a)	was unforeseeable at the time
                                         that the Operating Budget or Construction Budget, as the case may be, was prepared; and



 


		(b)	presents, or is likely to present,
                                         a physical threat to:



 


		(i)	persons or property;



 


		(ii)	the Environment; or



 


		(iii)	the security, integrity or
                                         reliability of the Project,



 




    	 	19



     


    

 


and in the good faith judgment
of the Borrower, requires the taking of immediate measures to prevent or mitigate such threat within a timeframe that makes it
impractical to obtain the consent of the Majority Lenders


 


English Debenture means
the English law debenture granting fixed and floating security over certain assets of the Obligors to be entered into on or about
the date of this Agreement


 


Environment includes
(but is not limited to): 


 


		(a)	the air (including the air within
                                         buildings and the air within other natural or man-made structures above or below ground);



 


		(b)	ground water, surface water,
                                         coastal or inland waters, aquifers, pipes, drains and sewers;



 


		(c)	land, including buildings and
                                         other structures in, on or under it and any soil and anything below the surface of the
                                         land; and



 


		(d)	human health or safety, living
                                         organisms and ecological systems



 


Environmental and Social
Assessment is the process that determines the potential environmental and social risks and impacts (including labour, health
and safety) of a proposed Project in its area of influence


 


Environmental and Social
Impact Assessment or ESIA means the environmental impact statement prepared by the Operator dated December 2010 in
respect of the Project, as amended and supplemented from time to time with the consent of the Majority Lenders


 


Environmental and Social
Incident and Environmental and Social Accident means:


 


		(a)	any condition, circumstance or
                                         situation that arises or occurs in connection with the Project, which was not foreseen
                                         or was not foreseeable by an Obligor at the date of this Agreement, and such circumstance
                                         or situation:



 


		(i)	adversely affects, or is likely
                                         to adversely affect, the ability of the Operator to operate the Project safely in accordance
                                         with the Environmental and Social Standards and the Development Plan; and/or



 


		(ii)	presents, or is likely to present,
                                         a physical threat to persons or property or the Environment or a threat to the security,
                                         integrity or reliability of the Project; or



 


		(b)	an unexpected event in connection
                                         with the Project that causes significant physical injuries or death to one or more persons,
                                         significant damage to property, or adverse environmental impacts,



 


including
any explosion, spill or workplace accident which results in death, serious or multiple injuries or material environmental contamination,
any violent labour unrest or dispute with local communities


 




    	 	20



     


    

 


Environmental and Social
Management System means the environmental, social, health and safety management system of the Operator designed to identify,
assess and manage risk with respect to Environmental and Social Matters as described in system manuals, operational policies,
management programs and plans, procedures requirements, performance indicators, audits and inspections, and practices and defining
desired outcomes as measurable events, together with:


 


		(a)	performance indicators;



 


		(b)	targets;



 


		(c)	acceptable criteria; and



 


		(d)	corrective action mechanisms,



 


tracked over defined time
periods and with estimates of the resources and responsibilities for implementation, and including the Integrated Environmental
and Social Management Plan, organisational capacity, training, monitoring and reporting


 


Environmental and Social
Matters means any aspects, matters or issues relating to Environmental or Social Matters and relevant to the Project, including
those identified in the Environmental and Social Impact Assessment and the Environmental and Social Management System


 


Environmental and Social
Monitoring Reports means the regular monitoring reports to be provided by the Independent Environmental Consultant during
construction and operational phases pursuant to clauses 22.6 and 22.7 (Environmental and Social Report)


 


Environmental and Social
Standards means:


 


		(a)	applicable Environmental Law;



 


		(b)	applicable Social Law;



 


		(c)	the Kimberley Process;



 


		(d)	the Equator Principles; and



 


any other document, policy
or guideline necessary in order to allow the Lenders to demonstrate compliance with the Equator Principles in respect of their
lending or any other financial exposure to the Borrower under the Finance Documents and which is designated as such by, and notified
to the Borrower by, the Facility Agent


 


Environmental Contaminant
means any pollutant or contaminant (including any chemical, biological, industrial, radioactive, dangerous, toxic or hazardous
substance, water or residue, whether in solid or liquid form or a gas or vapour and whether alone or in combination with any other
substance) and any genetically modified organisms


 




    	 	21



     


    

 


Environmental Law means
any law, bylaw, code, guideline, regulation, decree, lawful demand or demand letters or notices, interdicts, judgments, orders,
writ, rule, injunction or decree or plans issued, promulgated or approved by or entered into with any Competent Authority which
relates to:


 


		(a)	the pollution or protection of
                                         the Environment;



 


		(b)	the conditions of the workplace,
                                         including but not limited to health and safety matters; or



 


		(c)	the generation, handling, storage,
                                         use, release, spillage, disposal, transportation or burial of any Environmental Contaminant



 


Environmental or Social
Claim means any litigation, arbitral proceedings, administrative proceedings, claim, complaint, notice or inquiry by any person
in connection with a breach or alleged breach of, or any liability or potential liability arising under:


 


		(a)	any Environmental and Social
                                         Standard; or



 


		(b)	any Environmental or Social Permit



 


Environmental or Social
Permits means any permit, licence, wayleave, approval, filing, registration, exemption, consent and other authorisation and
the filing of any notification, report or assessment required under any applicable Environmental Law or any Social Law for the
operation of the Project or in order for the Obligors or the Operator to comply with their respective obligations under the Transaction
Documents or generally to operate the Project


 


Environmental Report means
the review of the Bankable Feasibility Study and other environmental aspects of the Project (including an assessment of the Project's
compliance with Environmental and Social Standards and Environmental or Social Permits) prepared by the Independent Environmental
Consultant, in substantially the form as the draft thereof furnished to the Technical Agent on or about the date of this Agreement
and otherwise in a form acceptable to and provided to the Facility Agent pursuant to Part 1 of Schedule 3 (Conditions
Precedent) and each other report made by the Independent Environmental Consultant in connection with the Independent Environmental
Consultant's Appointment Letter


 


EPCM Contract means
the engineering, procurement and construction management services agreement for the Project made between the Operator and the
EPCM Contractor dated on or about 1 April 2014


 


EPCM Contractor means
[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	22



     


    

 


Equator Principles
means those principles so entitled and described in "The Equator Principles - A financial industry benchmark for determining,
assessing and managing social and environmental risk in projects" dated June 2013 and available, at the date of this Agreement,
at http://www.equator-principles.com)


 


Equity Contributions means
any investment made or to be made by the Parent in the Borrower or Ontario, or by the Borrower in Ontario (or any expenditure
made by the Parent or the Borrower on account of Ontario for the purpose of the Project as evidenced by a certificate signed by
an authorised signatory of the Parent prior to Financial Close) by way of direct or indirect (in the case of Ontario, through
the Borrower) subscription for shares or intercompany loans (including the Intra-Group Loan) and shall include the Initial Equity
Contribution and any Additional Equity Contribution


 


Equivalent means, in
relation to an amount specified in a particular currency (the first amount), the net amount of any other currency which
the Facility Agent determines can be purchased with the first amount by applying the spot rate for that foreign exchange conversion
which the Account Bank applies to its customers generally at or about 11.00 a.m. on the day on which the calculation falls to
be made


 


Event of Default means
any event or circumstance specified as such in clause 28 (Default)


 


Excess Cashflow means,
in respect of any Cash Sweep Period for which it is being calculated, CFADS for that period, minus:


 


		(a)	the aggregate of all scheduled
                                         repayments and mandatory prepayments of principal falling due in relation to any Loan
                                         (except any prepayments to be made pursuant to clauses 7.6 (Mandatory prepayment -
                                         cash sweep), and any voluntary prepayments made, in respect of the Loans during that
                                         Cash Sweep Period together with any Break Costs or Hedging Termination Amounts in relation
                                         to those prepayments;



 


		(b)	the aggregate of all accrued
                                         interest paid, payable or capitalised under the Finance Documents during that Cash Sweep
                                         Period;



 


		(c)	the aggregate of all other Finance
                                         Costs paid or payable under or in connection with the Finance Documents during that Cash
                                         Sweep Period (except any prepayments to be made pursuant to clauses 7.6 (Mandatory
                                         prepayment - cash sweep); and



 


		(d)	the aggregate of all amounts
                                         withdrawn from the Proceeds Accounts and paid into the Debt Service Reserve Account,
                                         the Cash Call Reserve Account and the Sunk Cost Reserve Account in accordance with the
                                         Finance Documents during that Cash Sweep Period,



 


provided that if Excess
Cashflow is negative for any period, then Excess Cashflow for such period shall be deemed to be zero (0)


 




    	 	23



     


    

 


Existing Lender has
the meaning given to it in clauses 29.1 to 29.7 (Assignments and transfers by the Lenders)


 


Facility means the
project term loan facility in an aggregate amount not exceeding three hundred and seventy million Dollars (US$370,000,000)


 


Facility Office means
the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following
that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its
obligations under this Agreement


 


Facility Period means
the period from the date of this Agreement until all the obligations of the Obligors under the Finance Documents have been unconditionally
and irrevocably discharged to the satisfaction of the Finance Parties and no Commitment is in force


 


Fancies and Special Stones
means ‘Fancies’ and ‘Special Stones’, each as defined in the Joint Venture Agreement


 


FATCA means:


 


		(a)	sections 1471 to 1474 of the
                                         Code or any associated regulations;



 


		(b)	any treaty, law or regulation
                                         of any other jurisdiction, or relating to an intergovernmental agreement between the
                                         US and any other jurisdiction, which (in either case) facilitates the implementation
                                         of any law or regulation referred to in paragraph (a) above; or



 


		(c)	any agreement pursuant to the
                                         implementation of any treaty, law or regulation referred to in paragraphs (a) or (b)
                                         above with the US Internal Revenue Service, the US government or any governmental or
                                         taxation authority in any other jurisdiction



 


FATCA Deduction means
a deduction or withholding from a payment under a Finance Document required by FATCA


 


FATCA Exempt Party
means a Party that is entitled to receive payments free from any FATCA Deduction


 


FATCA FFI means a foreign
financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could
be required to make a FATCA Deduction


 


Fee Letters means each
fee letter setting out the fees referred to in clause 11 (Fees), and Fee Letter means any one of them


 


Final Scheduled Repayment
Date means the date which is eighty four (84) Months following Financial Close, provided that if such date is not a Business
Day, the Final Scheduled Repayment Date shall be the immediately preceding Business Day


 


Finance Costs means,
for any period, the aggregate of all amounts required to be paid by the Borrower during such period by way of:


 




    	 	24



     


    

 


		(a)	all repayments of principal in
                                         respect of all Loans;



 


		(b)	interest, capitalised interest,
                                         fees, capitalised fees, commissions, costs, hedging premia and expenses to any Finance
                                         Party under the Finance Documents; and



 


		(c)	payments by the Borrower under
                                         any Hedging Agreement relating to the hedging of interest rates (less any amounts received
                                         by the Borrower under such Hedging Agreements during such period, if applicable)



 


Finance Documents means:


 


		(a)	this Agreement;



 


		(b)	the Fee Letters;



 


		(c)	each Hedging Agreement;



 


		(d)	the Intercreditor Deed;



 


		(e)	the Accounts Agreement;



 


		(f)	each Security Document;



 


		(g)	the De Beers Subordination Agreement;



 


		(h)	any written notice or acknowledgement
                                         given by or on behalf of a Finance Party to De Beers (or any other JV Participant) pursuant
                                         to the Joint Venture Agreement, any Security Document or the De Beers Subordination Agreement;



 


		(i)	the Irrevocable Payment Instructions;



 


		(j)	the Intra-Group Loan Agreement;



 


		(k)	any Direct Agreements;



 


		(l)	each Intercreditor Accession
                                         Deed;



 


		(m)	each Transfer Certificate; and



 


		(n)	any other document designated
                                         as such by the Facility Agent and the Borrower (each acting reasonably)



 


Finance Parties means
the Facility Agent, the Joint Lead Arrangers, the Bookrunners, the Hedge Providers, the Security Trustee, the Technical Agent,
the Account Bank, the Insurance Agent, the Marketing Agent, the Documentation Agent and the Lenders and Finance Party means
any one of them


 




    	 	25



     


    

 


Financial Close means
the date on which the Facility Agent gives notice to the Borrower under clause 4.2 (Initial conditions precedent)


 


Financial Indebtedness
means any Indebtedness for or in respect of:


 


		(a)	moneys borrowed and debit balances
                                         at banks or other financial institutions;



 


		(b)	any acceptance under any acceptance
                                         credit or bill discounting facility (or dematerialised equivalent);



 


		(c)	any note purchase facility or
                                         the issue of bonds, notes, debentures, loan stock or any similar instrument;



 


		(d)	the amount of any liability in
                                         respect of any lease or hire purchase contract which would, in accordance with IAS, be
                                         treated as a finance or capital lease;



 


		(e)	receivables sold or discounted
                                         (other than any receivables to the extent they are sold on a non-recourse basis and meet
                                         any requirement for de-recognition under IAS);



 


		(f)	any derivative transaction entered
                                         into in connection with protection against or benefit from fluctuation in any rate or
                                         price (and, when calculating the value of that derivative transaction, only the marked
                                         to market value (or, if any actual amount is due as a result of the termination or close-out
                                         of that derivative transaction, that amount) shall be taken into account);



 


		(g)	any counter-indemnity obligation
                                         in respect of a Guarantee, standby or documentary letter of credit or any other instrument
                                         issued by a bank or financial institution in respect of an underlying liability which
                                         liability would fall within one of the other paragraphs of this definition or liabilities
                                         relating to any post-retirement benefit scheme;



 


		(h)	any amount raised by the issue
                                         of redeemable shares which are redeemable (other than at the option of the issuer) before
                                         the Final Scheduled Repayment Date;



 


		(i)	any amount of any liability under
                                         an advance or deferred purchase agreement if (i) one of the primary reasons behind entering
                                         into the agreement is to raise finance or to finance the acquisition or construction
                                         of the asset or service in question or (ii) the agreement is in respect of the supply
                                         of assets or services and payment is due more than ninety (90) days after the date of
                                         supply;



 


		(j)	any amount raised under any transaction
                                         (including any forward sale or purchase, sale and sale back or sale and leaseback agreement)
                                         having the commercial effect of a borrowing or otherwise classified as borrowings under
                                         IAS; and



 


		(k)	the amount of any liability in
                                         respect of any Guarantee for any of the items referred to in paragraphs (a) to (j) above



 




    	 	26



     


    

 


Financial Model means
the spreadsheet-based financial model developed by the Borrower and the Lenders and agreed in writing between the Borrower and
the Lenders and delivered to the Facility Agent in accordance with clause 4.1 (Initial conditions precedent), incorporating
the Construction Budget, the Operating Budget and the Life of Mine Plan, prepared based on the latest approved JV Plan and Budget
as at the date of this Agreement and as amended, updated and replaced from time to time subject to, and in accordance with, clause
17 (Financial Model) and the terms and conditions of this Agreement


 


First Repayment Date
means the earlier of:


 


		(a)	the date which is three (3) Months
                                         following Project Completion; and



 


		(b)	31 December 2017,



 


provided that if such date
is not a Business Day, the First Repayment Date shall be the immediately preceding Business Day


 


Forecast means a forecast
prepared and delivered by the Borrower in accordance with clause 17 (Financial Model)


 


Forecast CFADS means,
in respect of a period, the CFADS forecast to be received during that period


 


Forecast Debt Service Cover
Ratio means, in respect of any Calculation Date, the ratio of:


 


		(a)	Forecast CFADS; to



 


		(b)	the aggregate of projected Finance
                                         Costs,



 


in each case, for the relevant
future Calculation Period


 


Free, Prior and Informed
Consent means consent (which need not be unanimous) which has been given without force, intimidation, coercion, or pressure
being applied by anyone in advance of any authorisation or commencement of the Project, on the basis of having all the relevant
information to make a decision about whether to agree to the Project or not


 


GHG means any substance
recognised as a greenhouse gas under the United Nations Framework Convention on Climate Change, Kyoto Protocol and any decisions,
guidelines, modalities and procedures made pursuant to them, as amended or replaced from time to time


 


GHG Alternatives Analysis
means an analysis conducted by or on behalf of the Borrower or the Operator, in accordance with internationally recognised
methodologies and good practice, of technically and financially feasible options available to reduce Project-related GHG emissions
during the design, construction and operation of the Project, as more particularly described in Annex A to the Equator Principles


 




    	 	27



     


    

 


Good Industry Practice
means, at any particular time, those practices, methods, activities, techniques and standards as are in accordance with good
and acceptable international mining industry standards and in accordance with modern and effective techniques, materials and methods
to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition


 


Government means the
government of the Northwest Territories of Canada


 


Government Agency means
any supranational, national, federal, state, provincial, regional or local government or government department or other entity
charged with the administration, interpretation or enforcement of any applicable law


 


Group means the Borrower,
Ontario, the Parent and each of their respective Subsidiaries for the time being and Group Member means any such entity


 


Group Structure Chart means
the Group structure chart provided to the Facility Agent pursuant to clauses 4.1 (Initial conditions precedent) and Part
1 of Schedule 3 (Conditions Precedent)


 


Guarantee means any
guarantee, indemnity, third party charge, bond or other assurance against financial loss by one person in respect of the obligations
of another person


 


Guarantors means the
Parent and Ontario and Guarantor means each of them


 


Hedge Providers means
the Original Hedge Providers and any other person that has become a Party as a Hedge Provider in accordance with clause 29.18
(Accession of Hedge Providers) which, in each case, are or have become a party to the Intercreditor Deed as a Hedge Provider
in accordance with the provisions of the Intercreditor Deed


 


Hedging Agreement means
each 2002 ISDA Master Agreement (or such other ISDA pro forma Master Agreement as may be published by ISDA from time to time)
and the schedule relating thereto which is entered into between the Borrower and a Hedge Provider in order to hedge rate or price
risk, together with each confirmation entered into thereunder from time to time in respect of a Hedging Transaction, as amended
or supplemented from time to time


 


Hedging Strategy means
the provisions relating to Hedging Agreements set out in Schedule 12 (Hedging Strategy)


 


Hedging Termination Amount
means any amount falling due to a Hedge Provider under a Hedging Agreement as a result of the termination of that Hedging
Agreement or any Hedging Transactions (or part thereof) thereunder


 


Hedging Transaction
has the meaning given to it in Schedule 12 (Hedging Strategy)


 


Hedging Transaction Date
means any date on which a Hedging Transaction under a Hedging Agreement is entered into


 


Historic Debt Service Cover
Ratio means, in respect of any Calculation Date, the ratio of:


 


		(a)	the aggregate CFADS; to



 


		(b)	the aggregate of the Finance
                                         Costs,



 




    	 	28



     


    

 


in each case, for the relevant
previous Calculation Period


 


Holding Company means:


 


		(a)	in relation to a Lender, the
                                         company or entity within whose consolidated supervision that Lender is included; and



 


		(b)	in relation to a company or corporation
                                         (other than a Lender), any other company or corporation of which it is a Subsidiary



 


IAS means the International
Accounting Standards, as amended, replaced or supplemented from time to time by IFRS or the equivalent in each relevant jurisdiction


 


IFRS means international
accounting standards within the meaning of GAAP Regulation 1606/2002 to the extent applicable to the relevant financial statements


 


Illicit Origin means
any origin which is illicit or fraudulent including, without limitation, drug trafficking, corruption, bribery, organised criminal
activities, terrorism, money laundering or fraud


 


Impact and Benefit Agreements
means:


 


		(a)	the impact and benefit agreement
                                         entered into between the Operator and Yellowknives Dene First Nation on or about 18 February
                                         2014 in relation to the Project;



 


		(b)	the impact and benefit agreement
                                         entered into between the Operator and North Slave Metis Alliance on or about 5 July 2013
                                         in relation to the Project;



 


		(c)	the impact and benefit agreement
                                         entered into between the Operator and Lutsel K’e Dene First Nation on or about
                                         17 July 2014 in relation to the Project;



 


		(d)	the impact and benefit agreement
                                         entered into between the Operator and Northwest Territory Metis Nation on or about 12
                                         December 2014 in relation to the Project;



 


		(e)	the impact and benefit agreement
                                         entered into between the Operator and Deninu Kue First Nation on or about 23 December
                                         2014 in relation to the Project;



 


		(f)	the impact and benefit agreement
                                         entered into between the Operator and Tlicho Government on or about 24 January 2014 in
                                         relation to the Project; and



 


		(g)	any other impact and benefit
                                         agreements to be entered into between the Operator and any aboriginal groups in relation
                                         to the Project



 


Increased Costs has
the meaning given to it in clause 13.1(d) (Increased costs)


 


Indebtedness includes
any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual
or contingent


 




    	 	29



     


    

 


Independent Diamond Consultant
means WWW International Diamond Consultants Ltd. and any reputable replacement independent diamond consultant appointed by
the Facility Agent or the Marketing Agent in accordance with clause 31.50 (Appointment of Consultants)


 


Independent Diamond Consultant's
Appointment Letter means the appointment letter between the Facility Agent or the Marketing Agent and the Independent Diamond
Consultant


 


Independent Environmental
Consultant means SRK Consulting (Canada) Inc. and any reputable replacement independent environmental and social consultant
appointed by the Facility Agent or the Technical Agent in accordance with clause 31.50 (Appointment of Consultants)


 


Independent Environmental
Consultant's Appointment Letter means the appointment letter between the Facility Agent or the Technical Agent and the Independent
Environmental Consultant


 


Independent Insurance Consultant
means Aon Reed Stenhouse Inc., or any reputable replacement Independent Insurance Consultant appointed by the Facility Agent
or the Insurance Agent in accordance with clause 31.50 (Appointment of Consultants)


 


Independent Model Auditor
means BDO Canada or any reputable replacement model auditor appointed by the Facility Agent or the Technical Agent in accordance
with clause 31.50 (Appointment of Consultants)


 


Independent Review
means a review of the Assessment Documentation including the Environmental and Social Management Plan, and the Integrated Environmental
and Social Management System carried out by the Independent Environmental Consultant


 


Independent Technical Consultant
means SRK Consulting Canada Inc. and any reputable replacement independent technical consultant appointed by the Facility
Agent in consultation with the Technical Agent in accordance with clause 31.50 (Appointment of Consultants)


 


Independent Technical Consultant's
Appointment Letter means the appointment letter between the Facility Agent or the Technical Agent and the Independent Technical
Consultant


 


Initial Construction Budget
means the budget setting out the Construction Costs and other costs expected to be incurred up to and including Project Completion
and delivered to the Facility Agent under clauses 4.1 (Initial conditions precedent) and Part 1 of Schedule 3 (Conditions
Precedent)


 


Initial Equity Contribution
means an equity contribution of no less than [REDACTED] made or to be made by the Parent to Ontario (or expended by the
Parent or the Borrower on account of Ontario for the purpose of the Project as evidenced by a certificate signed by an authorised


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	30



     


    

 


signatory of the Parent prior
to the date of Financial Close) by way of indirect (through the Borrower) intercompany loans (pursuant to the Intra-Group Loan)
on or after 1 January 2014


 


Initial Financial Statements
means:


 


		(a)	in respect of the Borrower, if
                                         available its latest audited financial statements, and its latest unaudited half yearly
                                         financial statements;



 


		(b)	in respect of Ontario, if available
                                         its latest audited financial statements, and its latest unaudited half yearly financial
                                         statements; and



 


		(c)	in respect of the Parent its
                                         audited consolidated financial statements for the year ended 31 December 2014 and its
                                         unaudited consolidated financial statements for the financial half year ended 30 June
                                         2014



 


Initial Life of Mine Plan
means the life of mine plan to establish, amongst other things, the expected production levels over the life of the mine (based
on the Mineral Reserves), estimated cash and full costs of production which is included in the JV Plan and Budget delivered to
the Facility Agent under clause 4.1 (Initial Conditions Precedent) and Part 1 of Schedule 3 (Conditions Precedent)


 


Initial Operating Budget
means the budget setting out the costs expected to be incurred and the revenues expected to be received during the Operating
Period and delivered to the Facility Agent under clause 4.1 (Initial conditions precedent) and Part 1 of Schedule 3
(Conditions Precedent)


 


Insurance Broker means
Marsh Canada Limited or such other broker acceptable to the Majority Lenders appointed by the Obligors or the Operator, as applicable,
from time to time in respect of any of the Insurances


 


Insurance Broker's Letter
of Undertaking means the letter(s) of undertaking from the Insurance Broker to the Facility Agent and the Insurance Agent
substantially in the form set out in Part B of Schedule 9 (Insurances) or in such other form agreed by the Facility
Agent


 


Insurance Proceeds
means any amount payable by Insurers in respect of the Insurances, including proceeds of claims, return premiums and ex gratia
payments


 


Insurance Proceeds Account
means the Dollar denominated account named "Insurance Proceeds Account" with account number [REDACTED] and held
by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility
Agent (acting reasonably) and any sub-accounts of the foregoing


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	31



     


    

 


Insurances means any and
all of the contracts of insurance that:


 


		(a)	the Borrower or Ontario is required
                                         to procure and maintain;



 


		(b)	Ontario is required to use commercially
                                         reasonable efforts to procure that the Diamond Transporter procures and maintains;



 


		(c)	Ontario is required to use commercially
                                         reasonable efforts to procure that the Diamond Broker procures and maintains; and



 


		(d)	Ontario is required to use commercially
                                         reasonable efforts to procure that the Operator procures and maintains,



 


in accordance
with clauses 26.31 to 26.32 (Insurances) and Schedule 9 (Insurances)


 


Insurer means at any
relevant time, any insurer with whom any Insurances have been placed


 


Integrated Environmental
and Social Management Plan or ESMP means the environmental and social management programme prepared by the Borrower
as part of the ESIA and approved by the Competent Authority for the Project which sets out the relevant mitigation and corrective
actions identified in the ESIA that must be implemented by the Obligors and/or the Operator in undertaking the Project to address
Environmental and Social Matters, as provided to and approved by the Facility Agent pursuant to Part 1 of Schedule 3 (Conditions
precedent) and as may be amended from time to time with the consent of the Facility Agent (following consultation with the
Independent Environmental Consultant) and approved by the Competent Authority for the Project from time to time) and shall include
the Decommissioning Plan


 


Intent Letter means
the binding confirmation of intent letter from the Parent, the Borrower and Ontario to, and countersigned by, De Beers in its
capacity as Operator and JV Participant dated on or about 2 December 2014


 


Intercreditor Deed
means the intercreditor agreement dated on or about the date of this Agreement and entered into between, among others, the Facility
Agent, the Security Trustee, the Hedge Providers, the Lenders, the Borrower and the Guarantors


 


Intercreditor Deed of Accession
means each deed of accession entered into in the form set out in Schedule 1 (Deed of Accession) to the Intercreditor
Deed


 


Interest Payment Date
means the last Business Day of an Interest Period applicable to a relevant Loan


 


Interest Period means,
in relation to a Loan, each period determined in accordance with clause 9 (Interest periods) and, in relation to an Unpaid
Sum, each period determined in accordance with clauses 8.5 to 8.7 (Default interest)


 




    	 	32



     


    

 


Interpolated Screen Rate
means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which
results from interpolating on a linear basis between:


 


		(a)	the applicable Screen Rate for
                                         the longest period (for which that Screen Rate is available) which is less than the Interest
                                         Period of that Loan; and



 


		(b)	the applicable Screen Rate for
                                         the shortest period (for which that Screen Rate is available) which exceeds the Interest
                                         Period of that Loan,



 


each as of 11:00 a.m. (London
time) on the Quotation Day for Dollars


 


Intra-Group Loan means
the subordinated Canadian Dollar loan made on terms acceptable to the Majority Lenders by the Borrower to Ontario in order to
fund costs and expenses incurred or to be incurred by Ontario


 


Intra-Group Loan Agreement
means the agreement documenting the Intra-Group Loan between the Borrower and Ontario to be entered into on or about the date
of this Agreement


 


Irrevocable Payment Instructions
means the irrevocable payment instructions to be given by the Borrower and Ontario to the Account Bank and the Facility Agent
on or about the date of this Agreement authorising and instructing the Account Bank to, amongst other things, make transfers between
the relevant Project Accounts and make payments from the Proceeds Accounts directly to the Operator, any JV Participant (other
than Ontario) and/or De Beers


 


Joint Venture means
the unincorporated joint venture established under the Joint Venture Agreement in order to develop and operate the Project


 


Joint Venture Agreement
means the amended and restated joint venture agreement between the Parent, Camphor Ventures Inc. and De Beers, dated on or
about 3 July 2009 as further amended by the Intent Letter, in respect of which the Parent transferred its rights and obligations
to Ontario pursuant to the Ontario Rollover Agreement and the JV Assignment Agreement


 


Joint Venture Property
has the meaning given to it in the Joint Venture Agreement


 


JV Assignment Agreement
means the assignment and assumption confirmation agreement between MPV and Ontario dated 26 March 2015 pursuant to which MPV
assigns all its right, title and interest to the Joint Venture Agreement, including its Participating Interest, to Ontario with
effect from 2 October 2014


 


JV Event of Default
means an ‘Event of Default’, an ‘MPV Default’ and an ‘MPV Subsequent Default’, each as defined
in the Joint Venture Agreement


 


JV Management Committee
means the ‘Management Committee’ as defined in the Joint Venture Agreement


 


JV Participants means
the ‘Participants’ as defined in the Joint Venture Agreement


 




    	 	33



     


    

 


JV Plan and Budget
means the ‘Plan and Budget’ as defined in the Joint Venture Agreement which, for the avoidance of doubt, includes
a mine plan prepared by the Operator in relation to the Project


 


JV Special Business
means ‘Special Business’ as defined in the Joint Venture Agreement and any other matter relating to the Project or
the Joint Venture Agreement which is subject to the Unanimous Approval (as defined in the Joint Venture Agreement) of the JV Participants


 


Lenders means the Original
Lenders and any New Lenders and Lender means any of them


 


Letter of Credit Agreement
means each credit support and reimbursement agreement entered into between De Beers and any Obligor in relation to letters
of credit required under Environmental and Social Permits


 


LIBOR means, in relation
to any Loan:


 


		(a)	the applicable Screen Rate as
                                         of 11:00 a.m. (London time) on the Quotation Day for Dollars and for a period equal in
                                         length to the Interest Period for that Loan; or



 


		(b)	as otherwise determined pursuant
                                         to clauses 10.1 to 10.3 (Unavailability of Screen Rate),



 


provided that if any such
rate for LIBOR is below zero per cent (0%) per annum, LIBOR shall be deemed to be zero per cent (0%) per annum


 


Life of Mine Plan means
the Initial Life of Mine Plan and thereafter each Updated Life of Mine Plan finalised and approved in accordance with clauses
18.17 to 18.23 (Life of Mine Plan)


 


Loan means a loan made
or to be made under the Facility or the principal amount outstanding for the time being of that loan (including any amount of
interest capitalised pursuant to clause 8.3 (Payment of interest) and any commitment fees capitalised pursuant to clause
11.3 (Commitment Fee))


 


Loan Life Cover Ratio
means, in respect of any Calculation Date, the ratio of A to B where:


 


		(a)	A is the aggregate of
                                         (1) the net present value (calculated at the maximum cost of debt of the Borrower under
                                         this Agreement and discounted in the same manner as in the Financial Model) of Forecast
                                         CFADS from such Calculation Date to the Final Scheduled Repayment Date, and (2) the balance
                                         of the Debt Service Reserve Account on such Calculation Date; and



 


		(b)	B is the aggregate of
                                         all the Loans outstanding on such Calculation Date,



 


calculated in accordance with
the then current Financial Model.


 


In calculating the Loan Life
Cover Ratio, it shall be assumed that all payments and all transfers between Project Accounts due to be made on the relevant Calculation
Date are in fact made


 




    	 	34



     


    

 


Major Project Party
means:


 


		(a)	the Borrower;



 


		(b)	Ontario;



 


		(c)	the Parent;



 


		(d)	the Operator;



 


		(e)	for the purposes of clauses 28.11
                                         (Insolvency) to 28.14 (Cessation of Business) only, De Beers in its capacity
                                         as JV Participant;



 


		(f)	the EPCM Contractor;



 


		(g)	any Diamond Broker;



 


		(h)	the Diamond Transporter;



 


		(i)	each Offtaker;



 


		(j)	the Diamond Sorter;



 


		(k)	any other party to any agreement
                                         with the Operator, the Borrower, Ontario and/or the Parent in relation to the Project
                                         who the Facility Agent determines is material for the purposes of the Project or the
                                         Group’s involvement in the Project (including the Diamond Valuer and any JV Participant)
                                         and who is designated as a Major Project Party by the Facility Agent from time to time,



 


provided that, in the case
of the persons specified in paragraphs (f) to (k) (inclusive) above, those persons shall cease to be Major Project Parties when
the obligations under the relevant Project Documents to which they are a party have been performed in full and no further obligations
or liabilities remain thereunder


 


Majority Lenders has
the meaning given to it in the Intercreditor Deed


 


Make Whole Amount means
an amount equal to [REDACTED] of all or any part of a Loan prepaid in accordance with clause 7.12 (Voluntary prepayment)


 


Management Agreement means
the management agreement between the Borrower and the Parent to be entered into on or about the date of this Agreement


 


Mandatory Cost means
the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 7 (Mandatory Cost Formula)


 


Margin means five
point five percent (5.5%) per annum.


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	35



     


    

 


Maintenance Expenditure
means all expenditure incurred or to be incurred in connection with the maintenance and repair of the Project Assets


 


Material Adverse Effect
means the effect or likely effect of any event or circumstance which (either individually or when taken into consideration
with any other event or circumstance) in the opinion of the Majority Lenders (acting on the instructions of the Independent Technical
Consultant, where the Majority Lenders consider it appropriate):


 


		(a)	is, or is reasonably likely to
                                         be, materially adverse to the ability of any Obligor to perform or comply with any of
                                         its payment or other obligations under any Finance Document or the Intra-Group Loan;
                                         or



 


		(b)	is, or is reasonably likely to
                                         be, materially adverse to the ability of any Obligor or the Operator, as applicable,
                                         to perform or comply with any material obligations under any Project Document; or



 


		(c)	is, or is reasonably likely to
                                         be, materially adverse to the ability of Ontario the Borrower or the Operator, as applicable,
                                         to develop and operate the Project in a manner which is consistent with the financial
                                         projections and other information contained in the Financial Model and the Development
                                         Plan and in accordance with Environmental and Social Standards; or



 


		(d)	is, or is reasonably likely to
                                         be, materially prejudicial to the business, operations, performance or financial condition
                                         of Ontario, the Borrower or the Project, or the Operator, as applicable, and/or, in the
                                         case of any determination of a Material Adverse Effect made prior to the release of the
                                         guarantee of the Parent made pursuant to clause 20 (Guarantee), the Parent; or



 


		(e)	has or is reasonably likely to
                                         have a material adverse effect on the validity or enforceability of, or on the effectiveness
                                         or ranking of any Security granted or purporting to be granted pursuant to any of, the
                                         Finance Documents or the rights or remedies of any Finance Party under any of the Finance
                                         Documents



 


Mineral Reserves means
the mineral reserves that have been estimated for the Project in accordance with the Canadian National Instrument 43-101 Standards
of Disclosure for Mineral Projects (“NI 43-101”) and the guidelines set out in the Canadian Institute of Mining, Metallurgy
and Petroleum (the “CIM”) Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November
14, 2004 and November 27, 2010


 


Mineral Resources means
the mineral resources that have been estimated for the Project in accordance with the Canadian National Instrument 43-101 Standards
of Disclosure for Mineral Projects (“NI 43-101”) and the guidelines set out in the Canadian Institute of Mining, Metallurgy
and Petroleum (the “CIM”) Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November
14, 2004 and November 27, 2010


 




    	 	36



     


    

 


Mining Licences means
the following mining licences granted by the Minister of the Department of Indian Affairs and Northern Development to the Operator
in respect of the Project:


 


		(a)	licence number 4199 dated 15
                                         July 2002;



 


		(b)	licence number 4200 dated 15
                                         July 2002;



 


		(c)	licence number 4201 dated 15
                                         July 2002; and



 


		(d)	licence number 4341 dated 17
                                         July 2002



 


Mining Rights means
all interests in the surface of any lands, the minerals in (or that may be extracted from) any lands, all royalty agreements,
water rights, patented and unpatented mining claims, fee interest, minerals licences, mining licences (including the Mining Licences)
profits-a-prendre, joint ventures and other leases, rights-of-way, inurements, licences and other rights and interests used by
or necessary to the Operator (or Ontario, as applicable) to construct, develop and operate the Project


 


Month means a period
starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:


 


		(a)	if the numerically corresponding
                                         day is not a Business Day, that period shall end on the next Business Day in that calendar
                                         month in which that period is to end if there is one, or if there is not, on the immediately
                                         preceding Business Day;



 


		(b)	if there is no numerically corresponding
                                         day in the calendar month in which that period is to end, that period shall end on the
                                         last Business Day in that calendar month; and



 


		(c)	if an Interest Period begins
                                         on the last Business Day of a calendar month, that Interest Period shall end on the last
                                         Business Day in the calendar month in which that Interest Period is to end.



 


The above rules will only
apply to the last month of any period


 


MPV Expenses has the
meaning given to it in the Joint Venture Agreement. For the avoidance of doubt, MPV Expenses includes all interest accrued in
relation to the principal amounts of MPV Expenses


 


New Lender means a
bank, financial institution or trust fund or other entity which is regularly engaged in or established for the purpose of making,
purchasing or investing in loans, securities or other financial assets (and which may or may not already be a Lender) to which
a Lender transfers or assigns all or part of its rights and/or obligations in accordance with clause 29 (Changes to the Lenders)
but does not include a Lender who has transferred all its rights and obligations under this Agreement


 




    	 	37



     


    

 


Obligors means, at
all times, the Borrower, Ontario and the Parent and Obligor means any of them


 


Offtake Contract means
a contract for the sale and purchase of Diamonds made between the Borrower and an Offtaker, in form and substance satisfactory
to the Marketing Agent (acting on the instructions of the Majority Lenders)


 


Offtaker means a counterparty
approved by the Marketing Agent (acting on the instructions of the Majority Lenders) to an Offtake Contract who will, pursuant
to such Offtake Contract, make bids for and purchase Fancies and Special Stones


 


Ontario General Security
Agreement means the Ontario law general security agreement granting, in favour of the Security Trustee, a fixed and floating
security interest in certain assets of Ontario to be entered into on or about the date of this Agreement


 


Ontario Rollover Agreement
means the rollover agreement entered into on or about 2 October 2014 between the Parent and Ontario in relation to transferring
the Parent’s Participating Interest to Ontario


 


Operating Budget means
the Initial Operating Budget and thereafter each Revised Operating Budget finalised and approved in accordance with clauses 18.10
to 18.14 (Operating Budget)


 


Operating Costs means
all costs and expenses incurred by Ontario or the Borrower, through contributions under the Joint Venture Agreement (including
Ontario’s contributions to the Operator’s management fee payable under the Joint Venture Agreement) or otherwise,
in operating and implementing the Project including:


 


		(a)	Borrower's Costs;



 


		(b)	amounts paid or payable by the
                                         Borrower or Ontario under the Project Documents;



 


		(c)	amounts paid or payable by the
                                         Borrower or Ontario under any Hedging Agreements;



 


		(d)	premia paid or payable by the
                                         Borrower or Ontario in respect of Insurances;



 


		(e)	Maintenance Expenditure;



 


		(f)	MPV Expenses payable after Project
                                         Completion (if any);



 


		(g)	Approved Capital Expenditure;



 


		(h)	all consumables and supplies
                                         costs, including fuel and electricity costs;



 


		(i)	Taxes and Royalties;



 


		(j)	reasonable fees, costs and expenses
                                         of the legal, technical, financial and other advisers to the Borrower properly incurred
                                         by the Borrower for the purposes of the Project, including the Diamond Broker, the Diamond
                                         Transporter and the Diamond Valuer;



 




    	 	38



     


    

 


		(k)	costs and expenses paid or payable
                                         to Consultants under the Finance Documents;



 


		(l)	(without double counting) costs
                                         and expenses (other than fees) payable under the Management Agreement to the extent such
                                         costs and expenses have been included in the Financial Model; and



 


		(m)	all other costs agreed by the
                                         Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower
                                         as Operating Costs,



 


but excluding the following:


 


		(i)	Construction Costs;



 


		(ii)	Finance Costs other than those
                                         specified in paragraphs (j) and (k) above;



 


		(iii)	Capital Expenditure (other
                                         than that specifically described in paragraphs (b) to (m) above);



 


		(iv)	amounts incurred or paid in
                                         respect of shareholder loans and any payment permitted to be made pursuant to clauses
                                         25.29 and 25.31 (Distributions);



 


		(v)	other costs determined by the
                                         Facility Agent as not being Operating Costs



 


Operating Period means
the period commencing on Project Completion and ending on the last day of the Facility Period


 


Operating Report means
a report prepared by the Borrower in accordance with clauses 22.4 and 22.5 (Operating Report)


 


Operator means De Beers
in its capacity as the operator appointed under the Joint Venture Agreement and any replacement operator appointed under the Joint
Venture Agreement from time to time


 


Ore Reserve Tail Ratio
means the percentage ratio of:


 


		(a)	the total forecast contained
                                         diamonds in Mineral Reserves remaining to be mined until the Project Termination Date,
                                         calculated in accordance with the then current Financial Model; to



 


		(b)	the total forecast contained
                                         diamonds in Mineral Reserves as reflected in the Financial Model on the date of Financial
                                         Close



 


Original Hedge Providers
means, at any time, those banks and financial institutions listed in Part 2 of Schedule 1 (The Original Hedge Providers)
as Hedge Providers


 




    	 	39



     


    

 


Original Lenders means,
at any time, those banks and financial institutions listed in Part 1 of Schedule 1 (The Original Lenders) as Lenders
which have not transferred all their rights and obligations under this Agreement to a New Lender


 


Other Stakeholders
are those not directly affected by the Project but have an interest in it, including national and local authorities, neighbouring
projects and/or non-governmental organisations


 


Parent Share Pledge
means the Ontario law share pledge granting, in favour of the Security Trustee, a security interest over the Parent’s shares
in the Borrower to be entered into on or about the date of this Agreement


 


Participating Interest
has the meaning given to it in the Joint Venture Agreement


 


Party means a party
to this Agreement


 


Payment Cascade has
the meaning given to it in the Intercreditor Deed


 


Perfection Certificate
means the perfection certificate issued and certified by each of the Borrower, Ontario and the Parent to the Lenders detailing,
among other things, the locations of the assets of each Group Member and the legal names and registered office addresses of each
Group Member


 


Performance Liquidated
Damages means all sums payable to or received by the Borrower or Ontario under any of the Project Documents as liquidated
damages for shortfalls in performance, together with all other amounts representing the proceeds of any other security, bonds
or guarantees payable to or received from by the Borrower or Ontario in lieu of such liquidated damages


 


Permitted Disposal means
any disposal permitted by clauses 25.11 and 25.12 (No disposals)


 


Permitted Indebtedness
means:


 


		(a)	any Indebtedness incurred under,
                                         or as expressly permitted by, the Transaction Documents, provided that Indebtedness incurred
                                         by any Obligor after the date of this Agreement in relation to any Reclamation Obligations
                                         shall only constitute Permitted Indebtedness to the extent that the Facility Agent (acting
                                         on the instructions of the Majority Lenders) has approved the incurrence of such Indebtedness;



 


		(b)	any trade or other similar unsecured
                                         Indebtedness incurred by the Borrower or the Operator (in its capacity as such) in the
                                         ordinary course of trade (i) by way of open accounts extended by suppliers of goods and
                                         services, or letters of credit opened for the benefit of suppliers of goods and services
                                         or (ii) in respect of guarantee obligations,



 




    	 	40



     


    

 


indemnification
obligations or similar obligations, in each case on normal trade terms (including no provision for the payment of interest, other
than in the normal course of business) [REDACTED]


 


		(c)	in relation to the Parent, any Indebtedness
                                         (other than as listed in other parts of this definition) which does not exceed, in aggregate,
                                         [REDACTED] incurred in respect of any assets which are not Project Assets provided
                                         that the Facility Agent is satisfied that (a) such Indebtedness is satisfactorily ring-fenced
                                         from the Facility and the Project; (b) no Material Adverse Effect is likely to occur
                                         as a result of the Parent incurring such Indebtedness; and (c) such Indebtedness is,
                                         prior to Project Completion, unsecured, and at any time, not secured by a Project Asset
                                         or any asset subject to or expressed to be subject to the Security Documents;



 


		(d)	without prejudice to clauses
                                         24.9 (Taxes and judgments) any Indebtedness incurred to a relevant Competent
                                         Authority in relation to any deferred payment of any Tax or judgment;



 


		(e)	any Indebtedness secured by a
                                         Permitted Security Interest; and



 


		(f)	any other Indebtedness (including
                                         in connection with any Hedging Agreement) permitted by the Facility Agent (acting on
                                         the instructions of the Majority Lenders) from time to time



 


Permitted Investment
means:


 


		(a)	in relation to any Permitted
                                         Investment from amounts standing to the credit of:



 


		(A)	any Proceeds Account or the
                                         Debt Service Reserve Account, a debt instrument that has, at the time it is acquired,
                                         a remaining maturity of less than ninety (90) days; or



 


		(B)	the Sunk Cost Reserve Account,
                                         the Cash Call Reserve Account, the Cost Overrun Reserve Account a debt instrument that
                                         can be matured within one (1) Business Day,



 


and in each
case:


 


		(ii)	that is denominated in Dollars
                                         or Canadian Dollars;



 


		(iii)	that is not a bearer instrument;
                                         and



 


		(iv)	that is issued or guaranteed
                                         by the Government of Canada; or



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	41



     


    

 


		(b)	in relation to any Permitted
                                         Investment from amounts standing to the credit of:



 


		(A)	any Proceeds Account or the
                                         Debt Service Reserve Account a certificate of deposit, time deposit or overnight bank
                                         deposit having maturities of less than ninety (90) days from the date of acquisition;
                                         or



 


		(B)	the Sunk Cost Reserve Account,
                                         the Cash Call Reserve Account, the Cost Overrun Reserve Account a certificate of deposit,
                                         time deposit or overnight bank deposit that can be matured within one (1) Business Day,



 


and in each
case:


 


		(ii)	that is denominated in Dollars,
                                         or Canadian Dollars (as applicable in accordance with the Finance Documents);



 


		(iii)	(in the case of the Borrower
                                         and Ontario only) that is held in the Project Accounts in accordance with this Agreement;
                                         and



 


		(iv)	issued by any commercial bank
                                         organised under the laws of Canada rated no worse than A by Standard & Poor’s,
                                         a division of The McGraw-Hill Companies, Inc. (“S&P”) or A-2 by Moody’s
                                         Investors Services Inc. (“Moody’s”) (or, if at any time neither S&P
                                         nor Moody’s shall be rating such obligations, an equivalent rating from another
                                         nationally recognised rating service);



 


		(c)	with respect to the Proceeds
                                         Account and the Reclamation Reserve Account, any deposit necessary as a matter of regulation
                                         in respect of any reclamation or rehabilitation bonds; and



 


		(d)	with respect to all Project Accounts,
                                         other than the Distribution Account, a debt instrument or deposit (of a type which the
                                         Account Bank can accommodate) which is otherwise approved by the Majority Lenders in
                                         consultation with the Account Bank



 


Permitted Security Interest
means:


 


		(a)	any Security Interest constituted
                                         by or arising under the Transaction Documents (other than the Joint Venture Agreement
                                         or in relation to any Reclamation Obligations);



 


		(b)	any Security Interest constituted
                                         by or arising under the Joint Venture Agreement which is acknowledged and accepted by
                                         the Security Trustee in the Subordination Agreement and any other written acknowledgement
                                         given by the Security Trustee to De Beers, provided that any such Security Interest may
                                         not be further evidenced or otherwise documented without the prior written consent of
                                         the Facility Agent acting on the instructions of the Majority Lenders;



 




    	 	42



     


    

 


		(c)	any Security Interest constituted
                                         by or arising under or in relation to any Reclamation Obligations, provided that any
                                         such Security Interest granted by any Obligor after the date of this Agreement shall
                                         only constitute a Permitted Security Interest to the extent that the Facility Agent (acting
                                         on the instructions of the Majority Lenders) has approved grant of such Security Interest;



 


		(d)	any lien arising by operation
                                         of law in the ordinary course of trade and not as a result of any default or omission
                                         by the Borrower or the Operator, and securing Indebtedness permitted in paragraph (b)
                                         of the definition of Permitted Indebtedness;



 


		(e)	in relation to the Operator,
                                         any Security Interest required in connection with purchase money Indebtedness or purchase
                                         money mortgages relating to equipment acquired, leased or held in the ordinary course
                                         of business of the Operator in its capacity as such, to secure the purchase price of
                                         or rental payments with respect to such equipment or to secure Indebtedness incurred
                                         for the purpose of financing the acquisition, construction or improvement of any such
                                         equipment, in each case to the extent contemplated in the then current JV Plan and Budget;



 


		(f)	in relation to the Operator,
                                         Security Interests given in the ordinary course of business in its capacity as such,
                                         to a public utility or any Government Agency or other public authority when required
                                         by such public utility, Government Agency or other public authority in connection with
                                         the normal course of trade;



 


		(g)	any Security Interest over any
                                         Permitted Investment in favour of a clearing or custody system or financial institution
                                         bank or other depositary institution holding the Permitted Investment;



 


		(h)	any Security Interest required
                                         by any Government Agency in connection with the Project in respect of any reclamation
                                         or rehabilitation bonds;



 


		(i)	any Security Interest required
                                         by any Competent Authority in connection with the Project and approved in writing by
                                         the Facility Agent acting on the instructions of the Majority Lenders (acting reasonably);



 


		(j)	in relation to the Operator,
                                         pledges, deposits and Security Interests in connection with workers' compensation, employment
                                         insurance and other similar legislation, and deposits security liability to Insurers,
                                         in each case to the extent required by applicable law and which does not exceed, in aggregate,
                                         five hundred thousand Dollars (US$500,000);



 


		(k)	in relation to the Borrower,
                                         pledges, deposits and Security Interests in connection with workers' compensation, employment
                                         insurance and other similar legislation, and deposits security liability to Insurers,
                                         in each case to the extent required by applicable law and which does not exceed, in aggregate,
                                         two hundred and fifty thousand Dollars (US$250,000); and



 




    	 	43



     


    

 


		(l)	any other Security Interest approved
                                         in writing by the Facility Agent acting on the instructions of the Majority Lenders



 


Proceeds means, in
respect of any Permitted Disposal, the net consideration receivable for the relevant assets


 


Proceeds Account means
the USD Proceeds Account and/or the CAD Proceeds Account, as applicable


 


Project means collectively,
all properties, assets or other rights, whether real or personal, tangible or intangible, now owned or leased or hereafter acquired
by or for the benefit of the Joint Venture which assets are used or intended for use in or forming part of the project for the
construction and development of the Gahcho Kué diamond mine project located in the Kennady Lake region of the Northwest
Territories of Canada which, for the avoidance of doubt, shall include:


 


		(a)	the Mineral Resources and Mineral
                                         Reserves referred to in the Mining Licences;



 


		(b)	the area covered by the Mining
                                         Licences and applicable Project Authorisations;



 


		(c)	all associated beneficiation
                                         facilities, together with all plant sites, waste dumps, ore dumps, crushing circuits,
                                         abandoned heaps, power supply systems, infrastructure and other ancillary facilities
                                         and plant and equipment; and



 


		(d)	goodwill and relationships with
                                         suppliers and all other matters required to make the project viable



 


Project Accounts means
the Debt Service Reserve Account, the Distribution Account, the USD Proceeds Account, the CAD Proceeds Account, the Reclamation
Reserve Account the Insurance Proceeds Account, the Sunk Cost Reserve Account, the Cash Call Reserve Account, the Cost Overrun
Reserve Account and any other account of the Borrower or Ontario so designated by the Borrower and the Facility Agent


 


Project Assets means
all assets of whatever nature required for the purposes of, or in connection with, the Project (including Joint Venture Property
and other land, plant, machinery, buildings and intellectual property rights) wherever they are situated and whether or not they
are owned by the Borrower or Ontario


 


Project Authorisations
means all licences, permits, wayleaves, approvals, filings, registrations, exemptions, authorisations and consents (other
than Environmental or Social Permits) necessary in connection with the Transaction Documents, the Project and all activities related
to the Project


 




    	 	44



     


    

 


Project Completion means
the date falling thirty (30) days after the date on which the Borrower has delivered to the Facility Agent the last of the Completion
Certificates required to be delivered in accordance with Schedule 11 (Completion Tests), provided that each has been
certified by the Independent Technical Consultant, the Independent Environmental Consultant, the Independent Diamond Consultant
and/or the Technical Agent (as required by Schedule 11 (Completion Tests)), and accepted by the Technical Agent (acting
on the instructions of the Majority Lenders) pursuant to paragraph 13 of Schedule 11 (Completion Tests) 


 


Project Costs means,
for any period, the Operating Costs and the Construction Costs (including, for the avoidance of doubt, Cost Overruns) for such
period, and amounts payable to each JV Participant (other than Ontario) in relation to the sale of Fancies and Special Stones


 


Project Documents means:


 


		(a)	each Mining Licence;



 


		(b)	the Joint Venture Agreement and
                                         the Intent Letter;



 


		(c)	the Secondary Diamond Industry
                                         (Polishing) Agreement and any assignment agreement entered into between the Parent and
                                         Ontario in relation to the Secondary Diamond Industry (Polishing) Agreement;



 


		(d)	each Impact and Benefit Agreement;



 


		(e)	the Socio-Economic Agreement;



 


		(f)	the Diamond Brokering Agreement;



 


		(g)	the Diamond Transportation Agreement;



 


		(h)	the Diamond Valuer Appointment
                                         Letter;



 


		(i)	each Offtake Contract;



 


		(j)	the EPCM Contract;



 


		(k)	the Diamond Sorting Agreement
                                         and any other agreement and/or memorandum of understanding entered into by the Operator
                                         with the Diamond Sorter in relation to the sorting and splitting of diamonds at the Yellowknife
                                         Facility;



 


		(l)	the Ontario Rollover Agreement;



 


		(m)	the Borrower Rollover Agreement;



 


		(n)	the JV Assignment Agreement;



 


		(o)	the Confirmation of Assignment
                                         Agreement;



 




    	 	45



     


    

 


		(p)	the Intra-Group Loan Agreement;



 


		(q)	the Unanimous Shareholder Agreement;



 


		(r)	the Management Agreement;



 


		(s)	each Letter of Credit Agreement;



 


		(t)	any agreement for the sale of
                                         diamonds in the Northwest Territories entered into by an Obligor with the consent of
                                         the Facility Agent in compliance with obligations under the Secondary Diamond Industry
                                         (Polishing) Agreement;



 


		(u)	any other document entered into
                                         by the Operator for the purpose of the Project and/or by an Obligor, in each case which
                                         is designated in writing as a Project Document by the Facility Agent (acting reasonably)
                                         in consultation with the Borrower, provided that the Facility Agent shall not be required
                                         to act reasonably in designating a document as a Project Document if such document:



 


		(i)	is so designated on the advice
                                         of the Independent Technical Consultant; or



 


		(ii)	is entered into after the date
                                         of this Agreement



 


Project Life Cover Ratio
means, in respect of any Calculation Date, the ratio of A to B where:


 


		(a)	A is the aggregate of
                                         (1) the net present value (calculated at the maximum cost of debt of the Borrower under
                                         this Agreement and discounted on the same manner as in the Financial Model) of Forecast
                                         CFADS from such Calculation Date to the Project Termination Date, and (2) the balance
                                         of the Debt Service Reserve Account on such Calculation Date; and



 


		(b)	B is the aggregate of
                                         all the Loans outstanding on such Calculation Date,



 


calculated in accordance with
the then-current Financial Model.


 


In calculating the Project
Life Cover Ratio, it shall be assumed that all payments and all transfers between Project Accounts due to be made on the relevant
Calculation Date are in fact made


 


Project Period means
the period commencing on the date of this Agreement and continuing until the Project Termination Date


 


Project Production
means, for any period, the number of carats of diamonds produced or (in the case of any period or portion thereof to occur in
the future) which are scheduled in the Development Plan to be produced, at the Project during such period


 




    	 	46



     


    

 


Project Termination Date
means the date specified in the then current Life of Mine Plan as being the date on which the commercial mining and production
of diamonds (based on the Mineral Reserves) at the Project is expected to cease


 


Projected Completion Date
means 30 September 2017


 


Projected Project Costs
means, on any date, the sum of:


 


		(a)	the aggregate amount of all Eligible
                                         Costs and other costs incurred by the Borrower, or to be contributed by the Borrower
                                         (on behalf of Ontario) pursuant to a Cash Call by the Operator under the Joint Venture
                                         Agreement, which, in each case, have fallen due for payment but have not yet been paid;
                                         and



 


		(b)	the aggregate amount of Eligible
                                         Costs and any other costs incurred by the Borrower, or to be contributed by the Borrower
                                         (on behalf of Ontario) pursuant to a Cash Call by the Operator under the Joint Venture
                                         Agreement, which, in each case, are projected to fall due prior to the date on which
                                         Project Completion is expected to occur



 


Projected Project Costs
(Physical Completion) means, on any date, the sum of:


 


		(a)	the aggregate amount of all Construction
                                         Costs (excluding Operating Costs and management fees payable under the Management Agreement)
                                         and Finance Costs incurred by the Borrower, or to be contributed by the Borrower (on
                                         behalf of Ontario) pursuant to a Cash Call by the Operator under the Joint Venture Agreement,
                                         which, in each case, have fallen due for payment but have not yet been paid; and



 


		(b)	the aggregate amount of Construction
                                         Costs (excluding Operating Costs and management fees payable under the Management Agreement)
                                         and Finance Costs incurred by the Borrower, or to be contributed by the Borrower (on
                                         behalf of Ontario) pursuant to a Cash Call by the Operator under the Joint Venture Agreement,
                                         which, in each case, are projected to fall due prior to the date on which Project Completion
                                         is expected to occur



 


Protected Party has
the meaning given to it in clause 12.1 (Tax Definitions)


 


Quasi-Security Interest
means:


 


		(a)	in respect of an Obligor, an
                                         arrangement or transaction pursuant to which an Obligor:



 


		(i)	sells, transfers or otherwise
                                         disposes of any of its assets on terms whereby they are or may be leased to or re-acquired
                                         by an Obligor or any other member of the Group;



 


		(ii)	sells, transfers or otherwise
                                         disposes of any of its receivables on recourse terms;



 




    	 	47



     


    

 


		(iii)	enters into any arrangement
                                         under which money or the benefit of a bank or other account may be applied, set-off or
                                         made subject to a combination of accounts; or



 


		(iv)	enters into any other preferential
                                         arrangement having a similar effect,



 


in circumstances
where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the
acquisition of an asset; and


 


		(b)	in respect of the Operator, an
                                         arrangement or transaction pursuant to which the Operator:



 


		(i)	sells, transfers or otherwise
                                         disposes of any of the Project Assets on terms whereby they are or may be leased to or
                                         re-acquired by the Operator; or



 


		(ii)	enters into any other preferential
                                         arrangement in relation to the Project Assets having a similar effect,



 


in circumstances
where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the
acquisition of a Project Asset


 


Quarter means a period
of three (3) months ending on a Quarter Date


 


Quarter Date means
each 31 March, 30 June, 30 September and 31 December


 


Quotation Day means,
in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period
unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility
Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading
banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days)


 


Reclamation Obligations
means any obligation or liability of any Obligor to De Beers, any JV Participant (other than Ontario), the Operator or any
Government Agency in relation to (i) letters of credit, or any reclamation or rehabilitation bonds to be issued pursuant to any
Environmental or Social Permit or (ii) any Letter of Credit Agreement


 


Reclamation Reserve Account
means the account named "Reclamation Reserve Account" with account number [REDACTED], denominated in Dollars and
held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the
Facility Agent and any sub-accounts of the foregoing


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	48



     


    

 


Reclamation Reserve Minimum
Balance means on any Scheduled Calculation Date, the amount (in Dollars or the Dollar Equivalent) which is the product of
the following formula (as calculated by the Borrower and confirmed by the Technical Agent):


 


		 	A – D



 


		Where	A = PI x (B + C)



 


And where:


 


PI is the percentage
of Ontario’s Participating Interest on that Scheduled Calculation Date (which on the date of this Agreement is 49%);


 


B is the total principal
amount of all letters of credit issued (and not cancelled) to any Government Agency pursuant to any Environmental or Social Permit;


 


C is the total principal
amount of all letters of credit required to be issued to any Government Agency pursuant to any Environmental or Social Permit
in the nine (9) Months following that Scheduled Calculation Date; and


 


D is the total amount
of A which the Technical Agent (acting on the instructions of the Majority Lenders) determines has been adequately reserved or
funded by Ontario or the Borrower in the form of a cash reserve, a letter of credit or a cash payment to the Operator


 


Reclamation Reserve Transfer
Amount means, in respect of each Scheduled Calculation Date, an amount equal to fifty per cent (50%) of the Excess Cashflow
for the relevant Cash Sweep Period as set out in the relevant Cash Sweep Calculation Certificate delivered pursuant to clause
7.6 (Mandatory prepayment – cash sweep)


 


Reference Banks means
the principal London offices of Natixis S.A., the Bank of Nova Scotia, Barclays, Lloyds and HSBC, or such other banks as may be
nominated for the purpose of determining the Base Reference Bank Rate by the Facility Agent in consultation with the Borrower


 


Reinstatement Plan means
a detailed plan setting out a procedure for the repair or reinstatement and replacement of the relevant Project Assets, including
details on who will carry out the reinstatement works, and the proposed terms and timetable upon which the reinstatement works
will be carried out


 


Related Fund in relation
to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser
as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager
or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund


 


Relevant Interbank Market
means the London interbank market


 


Relevant Jurisdiction
means, in relation to an Obligor:


 


		(a)	its jurisdiction of incorporation;



 




    	 	49



     


    

 


		(b)	any jurisdiction where any asset
                                         subject to or intended to be subject of the Security Documents to be created by it is
                                         situated;



 


		(c)	any jurisdiction where it conducts
                                         its material business; and



 


		(d)	the jurisdiction whose laws govern
                                         the perfection of any of the Security Documents entered into by it



 


Relevant Party means
any party to a Finance Document other than a Finance Party


 


Renewal Date means
each date on which any Insurances are renewed in accordance with this Agreement


 


Repayment Date means
the First Repayment Date, each Quarter Date following the First Repayment Date up to the Final Scheduled Repayment Date, and the
Final Scheduled Repayment Date, provided that if any such date is not a Business Day, the relevant Repayment Date shall be the
immediately preceding Business Day


 


Repayment Instalment means
each instalment for the repayment of the principal amount of the Loan determined in accordance with clause 6 (Repayment)
and Schedule 8 (Repayment Schedule)


 


Repayment Schedule
means the repayment schedule set out in Schedule 8 (Repayment Schedule) as may be updated from time to time in accordance
with the terms of this Agreement


 


Repeating Representations
means each of the representations set out in clause 21 (Representations) other than the representations set out in
clauses 21.10 (Validity and admissibility in evidence; Authorisations), 21.14 (Deduction of Tax), 21.15 (No filing
or stamp taxes) and 21.21 (No proceedings pending or threatened), 21.28 (Disclosure of Project Terms), 21.33
to 21.39 (Environmental and Social Matters), 21.40 to 21.42 and 21.47 (Ownership and use of assets), 21.51 to 21.53
(Ownership and Group structure), 21.56 (Pari passu ranking), 21.57 to 21.58 (Security), 21.64 to 21.67 (Insurance),
21.68 to 21.70 (Corrupt gifts), 21.71 (No Insolvency), 21.72 to 21.73 (Project Documents), 21.80 (Compliance
with laws), 21.81 (Anti-Terrorism Laws), 21.82 (Sanctions), 21.83 (Illicit Origin)


 


Representative means
any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian


 


Revenues means, (without
double counting) in relation to any period, all amounts paid to or received by Ontario or the Borrower (excluding, for the avoidance
of doubt, (i) any amounts made available under the Finance Documents (other than the Hedging Agreements to the extent set out
in (b) below), (ii) any Equity Contributions, (iii) any withdrawal from the Cost Overrun Account, and (iv) amounts received by
the Borrower in repayment of the Intra-Group Loan where such amounts, when initially received by Ontario, would constitute Revenue)
in respect of:


 


		(a)	all amounts received under the
                                         Project Documents;



 




    	 	50



     


    

 


		(b)	all amounts received under any
                                         Hedging Agreement (other than any Hedging Agreement relating to the fixing of interest
                                         rates) in effect on the relevant date of calculation;



 


		(c)	interest and income in respect
                                         of the Project Accounts and Permitted Investments, but only if the amount does not form
                                         part of the balance required to be maintained in a Project Account in accordance with
                                         the Finance Documents;



 


		(d)	Insurance Proceeds in relation
                                         to diamond inventory and transit insurances paid to the Borrower or Ontario;



 


		(e)	Delay Liquidated Damages paid
                                         to the Borrower or Ontario;



 


		(f)	Tax refunds;



 


		(g)	all amounts received from the
                                         sale of Diamonds and all amounts received from JV Participants (other than Ontario) in
                                         relation to the sale of Fancies and Special Stones produced from the Project; and



 


		(h)	any other amount agreed between
                                         the Borrower and the Majority Lenders from time to time,



 


in each case on a "cash"
rather than an "accruals" basis


 


Revised Construction Budget
has the meaning given to that term in clause 18.4 (Construction Budget)


 


Revised Operating Budget
has the meaning given to that term in clause 18.10 (Operating Budget)


 


Royalties means any
royalties (or similar) paid or payable by any Obligor to the Government in connection with the Project


 


Sanctioned Country
means a country or territory which is subject to Sanctions or listed on a Sanctions List


 


Sanctioned Entity means:


 


		(a)	a person which is listed on a
                                         Sanctions List or is subject to Sanctions; or



 


		(b)	a person which is located or
                                         ordinarily resident in a Sanctioned Country



 


Sanctioned Transaction
means the use of the proceeds of the Facility for the purpose of financing or making funds or credit available, directly or
indirectly, to, or contributing to financing the activities of:


 


		(a)	a Sanctioned Entity; or



 




    	 	51



     


    

 


		(b)	any other person or entity, if
                                         a member of the Group has actual knowledge that the person or entity proposes to use
                                         the proceeds of the financing or funds or credit for the purpose of financing or making
                                         funds or credit available, directly or indirectly, to, or contributing to financing the
                                         activities of, a Sanctioned Entity,



 


in each case
to the extent that to do so is prohibited by, or would cause any breach of, Sanctions


 


Sanctioning Body means
the government of the United Kingdom of Great Britain and Northern Ireland and/or the government of the United States of America
and/or the government of the Republic of France and/or the European Union and/or the Council of Europe and/or the United Nations
Security Council and/or the Government of Canada, and any of their governmental authorities, including, without limitation, the
United States Department of the Treasury Office of Foreign Asset Control (OFAC), the United States Department of Commerce, the
United States Department of State, the United States Department of the Treasury, the Bank of England, Her Majesty’s Treasury
in the United Kingdom of Great Britain and Northern Ireland and the French Ministre de l'Économie, des Finances et de
l'Industrie (MINEFI)


 


Sanctions means
trade, economic or financial sanctions or embargoes or restrictive measures imposed, administered or enforced from time to
time by a Sanctioning Body


 


Sanctions List means
any of the sanctions lists of specifically designated nationals or designated persons or entities (or equivalent) of, or any public
announcement of Sanctions by, any Sanctioning Body (each as amended, supplemented or substituted from time to time) and includes
without limitation the Specially Designated Nationals and Blocked Persons List maintained by OFAC, or any list of persons issued
by OFAC pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism, or any similar list issued by OFAC and the consolidated list of financial sanctions targets and
the investments ban list published by Her Majesty’s Treasury in the United Kingdom of Great Britain and Northern Ireland
or implemented under economic or financial sanctions of Canada


 


Scheduled Calculation Date
means each Quarter Date occurring after the Projected Completion Date


 


Scope 1 Emissions means
direct GHG emissions from the facilities owned or controlled within the physical Project boundary


 


Scope 2 Emissions means
indirect GHG emissions associated with the off-site production of energy used by the Project


 


Screen Rate means the
London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over administration
of that rate) for the relevant currency and period displayed on page LIBOR01 of the Thomson Reuters screen (or any replacement
Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that
rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify
another page or service displaying the relevant rate after consultation with the Borrower and the Lenders


 




    	 	52



     


    

 


Secondary Diamond Industry
(Polishing) Agreement means the Agreement to Support the Secondary Diamond Industry in the Northwest Territories in respect
of the Gahcho Kue Mine originally entered into between the Parent and the Government on or about 17 October 2007 and assigned
by the Parent to Ontario on or prior to Financial Close


 


Security Documents
means:


 


		(a)	the English Debenture;



 


		(b)	the Borrower Share Pledge;



 


		(c)	the Parent Share Pledge;



 


		(d)	the Borrower General Security
                                         Agreement;



 


		(e)	the Ontario General Security
                                         Agreement;



 


		(f)	the Assignment of Rights under
                                         the Joint Venture Agreement;



 


		(g)	the Borrower Blocked Account
                                         Agreement;



 


		(h)	the Perfection Certificate;



 


		(i)	any other document entered into
                                         by any Obligor creating a Security Interest over all or any part of its assets in respect
                                         of the obligations of the Obligors under any of the Finance Documents; and



 


		(j)	any other document designated
                                         as such by the Facility Agent



 


Security Interest means:


 


		(a)	any mortgage, charge, pledge,
                                         lien, hypothecation, cession, assignment by way of security, trust, arrangement for the
                                         purpose of providing security or other security interest of any kind in any jurisdiction;



 


		(b)	any proprietary interest over
                                         an asset, or any contractual arrangement in relation to an asset, in each case created
                                         in relation to Financial Indebtedness and which has the same commercial effect as if
                                         security had been created over it; and



 


		(c)	any right of set-off created
                                         by an agreement



 




    	 	53



     


    

 


Selection Notice means
a notice substantially in the form set out in Part 2 of Schedule 4 (Form of Selection Notice) given in accordance
with clause 9 (Interest periods)


 


Site means the mining
licence area covered by the Mining Licences


 


Social Law means any
law, bylaw, code, guideline, regulation, decree, lawful demand or demand letters or notices, interdicts, judgments, orders or
plans issued, promulgated or approved by any Competent Authority which relates to Social Matters


 


Social Matters includes:


 


		(a)	communities (including temporary
                                         and permanent human residents with both formal and informal tenure of land/structures);



 


		(b)	social infrastructure including
                                         both tangible (i.e. schools, community centres, cultural or sacred sites) and intangible
                                         items (including meeting places and cultural traditions);



 


		(c)	individual and communally owned
                                         assets (including farm animals and/or grazing land);



 


		(d)	formal and informal businesses;



 


		(e)	social security;



 


		(f)	occupational and public health
                                         and safety;



 


		(g)	community groups including civil
                                         society groups;



 


		(h)	cultural matters;



 


		(i)	human rights;



 


		(j)	labour, livelihoods and working
                                         conditions;



 


		(k)	industrial relations (between
                                         government, employers and employees);



 


		(l)	ownership of land rights, immovable
                                         goods and intellectual and cultural property rights;



 


		(m)	community health; and



 


		(n)	any other matters relating to
                                         the protection of employees and citizens



 


Socio-Economic Agreement
means the socio-economic agreement entered into between De Beers in its capacity as Operator and the Government on or about
28 June 2013


 


Subsidiary means any
company or entity directly or indirectly controlled by another person, for which purpose control means either ownership
of more than fifty per cent (50%) of the voting share capital (or equivalent right of ownership) of such company or entity, or
power to direct its policies and management, whether by contract or otherwise


 




    	 	54



     


    

 


Sunk Cost Reserve Account
means the account named "Sunk Cost Reserve Account" with account number [REDACTED], denominated in Dollars and held
by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility
Agent (acting reasonably) and any sub-accounts of the foregoing


 


Sunk Cost Reserve Minimum
Balance means, from time to time, the Dollar Equivalent of:


 


		(a)	the outstanding MPV Expenses
                                         to be paid to De Beers, plus



 


		(b)	all interest in relation to the
                                         principal amounts of MPV Expenses which has not yet accrued, but which is expected to
                                         accrue prior to the final due date of payment of the MPV Expenses in accordance with
                                         the Joint Venture Agreement,



 


(a) and (b)
together being the Total MPV Expenses, plus


 


		(c)	an amount equal to ten per cent.
                                         (10%) of the Total MPV Expenses, less



 


		(d)	any amount of MPV Expenses which
                                         has been repaid to De Beers in advance of the due date for payment in accordance with
                                         clause 19.19(b) (Sunk Cost Reserve Account)



 


Tax means any tax,
levy, impost, duty or other charge or withholding of similar nature, including any interest or penalty payable in connection with
any failure to pay or any delay in paying any of the same


 


Tax Credit has the
meaning given to it in clause 12.1 (Tax Definitions)


 


Tax Deduction has the
meaning given to it in clause 12.1 (Tax Definitions)


 


Tax Payment has the
meaning given to it in clause 12.1 (Tax Definitions)


 


Technical Assumptions
means the technical assumptions incorporated in the Financial Model delivered to and approved by the Facility Agent in accordance
with clause 4.1 (Initial conditions Precedent), as amended from time to time in accordance with this Agreement


 


Technical Report means
the review of the Bankable Feasibility Study and other technical aspects of the Project prepared by the Independent Technical
Consultant, in substantially the form as the draft thereof furnished to the Technical Agent on or about the date of this Agreement
and otherwise in a form acceptable to and provided to the Facility Agent pursuant to Part 1 of Schedule 3 (Conditions
Precedent) and each other report made by the Independent Technical Consultant in connection with the Independent Technical
Consultant's Appointment Letter


 


Third Parties Act means
the Contracts (Rights of Third Parties) Act 1999


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	55



     


    

 


Total Commitments means
the aggregate of all Commitments under the Facility being three hundred and seventy million Dollars (US $370,000,000)


 


Transaction Documents
means the Finance Documents and the Project Documents


 


Transfer Certificate
means an agreement substantially in the form of Schedule 6 (Form of Transfer Certificate) duly completed by an Existing
Lender, a New Lender and the Facility Agent


 


Transfer Date means,
in relation to a transfer or an assignment, the later of:


 


		(a)	the proposed Transfer Date specified
                                         in the relevant Transfer Certificate; and



 


		(b)	the date on which the Facility
                                         Agent executes the relevant Transfer Certificate



 


Unanimous Lenders has
the meaning given to it in the Intercreditor Deed


 


Unanimous Shareholder Agreement
means a unanimous shareholder agreement of the Borrower (being the sole shareholder of Ontario) to restrict all of the powers
of Ontario’s directors to manage, or supervise the management of, the business and affairs of Ontario, in form and substance
acceptable to the Facility Agent


 


Unpaid Sum means any
sum due and payable but unpaid by an Obligor under the Finance Documents


 


Unscheduled Calculation
Date means the date falling ten (10) Business Days:


 


		(a)	after the Facility Agent serves
                                         a notice on the Borrower stating that the Lenders consider that a Default may be continuing
                                         and that they therefore require the Borrower to prepare a special Forecast;



 


		(b)	after the Borrower has notified
                                         the Facility Agent that it wishes to apply Insurance Proceeds to repair or replace Project
                                         Assets in accordance with clause 7.5(b) (Mandatory prepayment - Insurance Proceeds/Compensation
                                         Proceeds) or Schedule 9 (Insurances);



 


		(c)	after the Borrower has issued
                                         a notice to the Facility Agent pursuant to clause 7.10 (Application of mandatory prepayment
                                         proceeds);



 


		(d)	after the Financial Model, Construction
                                         Budget, Operating Budget and/or Life of Mine Plan has been updated pursuant to clauses
                                         17 (Financial Model) or 18 (Budgets) as applicable; or



 


		(e)	after Project Completion occurs



 


Updated Life of Mine Plan
has the meaning given to that term in clause 18.17 (Life of Mine Plan)


 


US means the United
States of America


 




    	 	56



     


    

 


USD Proceeds Account
means the account named " USD Proceeds Account" with account number [REDACTED], denominated in Dollars and held by the
Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent
(acting reasonably) and any sub-accounts of the foregoing


 


US Tax Obligor means:


 


		(a)	a Borrower which is resident
                                         for tax purposes in the US; or



 


		(b)	an Obligor some or all of whose
                                         payments under the Finance Documents are from sources within the US for US federal income
                                         tax purposes



 


Utilisation means a
utilisation of the Facility


 


Utilisation Date means
the date of a Utilisation, being the date on which the relevant Loan is to be made, which shall be the date proposed in the relevant
Utilisation Request unless otherwise notified by the Facility Agent


 


Utilisation Request
means a notice substantially in the form set out in Schedule 4 (Form of Utilisation Request and Selection Notice)
or a notice from the Facility Agent pursuant to clause 5.4 (Deemed Utilisation Requests), as applicable


 


VAT means any value
added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature


 


Yellowknife
Facility means the facility of the Diamond Sorter in Yellowknife, Northwest Territories, Canada where the sorting and splitting
of diamonds from the Project will take place.


 


Interpretation


 


		1.2	Unless a contrary indication appears,
                                         any reference in this Agreement to:



 


		(a)	the Facility Agent, the Account
                                         Bank, the Joint Lead Arrangers, any Finance Party, any Lender, any Party, any Major Project
                                         Party, the Security Trustee, or any other party or person shall be construed so as to
                                         include its successors in title, permitted replacements, permitted assigns and permitted
                                         transferees;



 


		(b)	a document being in an approved
                                         form shall be construed as such if it is identified as such by the Facility Agent
                                         and the Borrower or their respective legal advisers;



 


		(c)	assets includes present
                                         and future properties, assets, intellectual property rights, real property, personal
                                         property, rights, revenues, uncalled capital and any rights to receive, or require delivery
                                         of, or exercise direct control over any of the foregoing;



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	57



     


    

 


		(d)	a Finance Document, a
                                         Project Document or any other agreement or instrument is a reference to that Finance
                                         Document, Project Document or other agreement or instrument as in force for the time
                                         being and as from time to time amended, extended, restated, supplemented or novated,
                                         however fundamentally;



 


		(e)	the term including shall
                                         be construed as meaning including without limitation;



 


		(f)	an obligation means any
                                         duty, obligation or liability of any kind;



 


		(g)	a person includes any
                                         individual, firm, company, corporation, government, state or agency of a state or any
                                         association, trust, joint venture, consortium or partnership (whether or not having separate
                                         legal personality), including, if applicable, the Joint Venture;



 


		(h)	an amount, calculation or ratio
                                         to be projected or forecast shall be a reference to that amount, calculation
                                         or ratio as derived either from the most recently determined Forecast or, if the context
                                         requires, the most recent Construction Budget or Operating Budget;



 


		(i)	a regulation includes
                                         any regulation, rule, official directive, request or guideline (whether or not having
                                         the force of law) of any governmental, intergovernmental or supranational body, agency,
                                         department or of any regulatory, self-regulatory or other authority or organisation;



 


		(j)	a right means any right,
                                         privilege, power, immunity or other interest or remedy of any kind;



 


		(k)	the winding up, dissolution,
                                         administration or bankruptcy of a person shall be construed as to include
                                         any equivalent or analogous procedures under the laws of any jurisdiction in which such
                                         person is incorporated or resident in any jurisdiction in which such person carries on
                                         business or in which any of its assets are located (including the seeking of a liquidation,
                                         winding up, appointment of bankruptcy trustee, reorganisation, dissolution, administration,
                                         arrangement, adjustment, protection or relief of debtors, insolvency and suspension of
                                         payments);



 


		(l)	a provision of law or regulation
                                         shall be a reference to that provision as amended, supplemented, replaced or re-enacted;



 


		(m)	a time of day shall be a reference
                                         to London time; and



 


		(n)	clauses and schedules are to
                                         be construed as references to clauses of and schedules to this Agreement.



 




    	 	58



     


    

 


		1.3	Section, clause and Schedule headings
                                         are for ease of reference only and shall be ignored in the interpretation of this Agreement.



 


		1.4	Unless a contrary indication appears,
                                         any term used in any other Finance Document or in any notice given under, or in connection
                                         with, any Finance Document has the same meaning in that Finance Document or notice as
                                         in this Agreement.



 


		1.5	Subject to clause 39 (Amendments
                                         and waivers), a Default (other than an Event of Default) is continuing if it has
                                         not been remedied in accordance with the Finance Documents or waived in writing in accordance
                                         with the Finance Documents and an Event of Default is continuing if it has not been waived
                                         in writing in accordance with the Finance Documents.



 


Third party rights


 


		1.6	Subject to any express provision
                                         to the contrary in any Finance Document, a person who is not a Finance Party or a party
                                         to a Finance Document has no right under the Third Parties Act to enforce or to enjoy
                                         the benefit of that Finance Document.



 


Conflict of Documents


 


		1.7	The terms of the Finance Documents
                                         (other than the Intercreditor Deed and other than as relates to the creation and/or perfection
                                         of security) are subject to the terms of this Agreement and, in the event of any conflict
                                         between any provision of this Agreement and any provision of any Finance Document (other
                                         than the Intercreditor Deed and other than in relation to the creation and/or perfection
                                         of security) the provisions of this Agreement shall prevail. In the event of conflict
                                         between this Agreement and the Intercreditor Deed, the provisions of the Intercreditor
                                         Deed shall prevail.



 


Calculations


 


		1.8	In any calculation done for the
                                         purposes of a Finance Document, no amount shall be double-counted.



 


		2	The Facility



 


The Facility


 


		2.1	Subject to the terms of this Agreement
                                         and the other Finance Documents, the Lenders shall make the Facility available to the
                                         Borrower.



 


Finance Parties' Rights
and Obligations


 


		2.2	The obligations of each Finance
                                         Party under the Finance Documents are several. Failure by a Finance Party to perform
                                         its obligations under the Finance Documents does not affect the obligations of any other
                                         party under the Finance Documents. No Finance Party is responsible for the obligations
                                         of any other Finance Party under the Finance Documents.



 




    	 	59



     


    

 


		2.3	The rights of each Finance Party
                                         under or in connection with the Finance Documents are separate and independent rights
                                         and any debt arising under the Finance Documents to a Finance Party from an Obligor shall
                                         be a separate and independent debt.



 


		2.4	A Finance Party may, except as
                                         otherwise stated in the Finance Documents, separately enforce its rights under the Finance
                                         Documents.



 


		3	Purpose



 


Purpose


 


		3.1	The Borrower shall apply all amounts
                                         borrowed by it under the Facility to pay Eligible Costs, including to advance funds to
                                         Ontario under the Intra-Group Loan to fund Ontario’s portion of the costs and expenses
                                         incurred in relation to the Project in accordance with the Joint Venture Agreement (to
                                         the extent such costs and expenses constitute Eligible Costs) and other Eligible Costs
                                         to be incurred by Ontario.



 


Monitoring


 


		3.2	No Finance Party is bound to monitor
                                         or verify the application of any amount borrowed pursuant to this Agreement.



 


		4	Conditions



 


Initial conditions precedent


 


		4.1	The Borrower shall not deliver
                                         a Utilisation Request unless the Facility Agent:



 


		(a)	has received all of the documents
                                         and other evidence listed in Part 1 of Schedule 3 (Conditions Precedent)
                                         in form and substance satisfactory to the Facility Agent or it has waived such satisfaction
                                         (in each case acting on the instructions of the Unanimous Lenders); and



 


		(b)	is satisfied that all of the
                                         documents described in Part 1 of Schedule 3 (Conditions Precedent) are unconditional
                                         or are subject to conditions satisfactory to the Facility Agent or it has waived such
                                         satisfaction (in each case acting on the instructions of the Unanimous Lenders).



 


		4.2	The Facility Agent shall notify
                                         the Borrower, the Lenders and the Hedge Providers promptly upon the conditions in clause
                                         4.1 above being satisfied or waived.



 


		4.3	If the conditions in clause 4.1
                                         above are not satisfied or waived in accordance with this Agreement on or before the
                                         date which is one (1) Month following the date of this Agreement then the Borrower shall
                                         not be entitled to deliver a Utilisation Request and the Commitments shall be immediately
                                         cancelled. A failure to satisfy the conditions in clause 4.1 above on or before the date
                                         which is one (1) Month following the date of this Agreement and a resulting cancellation
                                         of the Commitments in accordance with this clause 4.3, can only be waived with the consent
                                         of the Facility Agent (acting on the instructions of the Unanimous Lenders).



 




    	 	60



     


    

 


Further conditions precedent
to drawdown of the Loans


 


		4.4	The Lenders shall only be obliged
                                         to comply with their obligations under clauses 5.6 to 5.8 (Lender's participation)
                                         if, on the date of the Utilisation Request and on each proposed Utilisation Date, the
                                         conditions precedent listed in Part 2 of Schedule 3 (Conditions Precedent)
                                         have been satisfied or waived with the consent of the Facility Agent (acting on the instructions
                                         of the Unanimous Lenders), provided that if a Utilisation Request is deemed to have been
                                         delivered in accordance with clause 5.4 (Deemed Utilisation Requests), the Borrower
                                         shall satisfy the conditions precedent listed in paragraphs 6.1, 6.2 and 7.1 of Part
                                         2 of Schedule 3 (Conditions Precedent) within five (5) Business Days of the
                                         date of the Facility Agent’s notice delivered under clause 5.4.



 


Maximum number of Loans


 


		4.5	The Borrower shall not utilise
                                         the Facility more than two (2) times in any calendar month, unless such additional Utilisation
                                         is in accordance with clause 5.4 (Deemed Utilisation Requests) or following receipt
                                         by Ontario of a Cash Call in respect of a ‘special advance’ under the Joint
                                         Venture Agreement.



 


		5	Utilisation



 


Delivery of a Utilisation
Request


 


		5.1	Subject to clause 4 (Conditions)
                                         and clause 5.4 (Deemed Utilisation Requests), the Borrower may utilise the Facility
                                         by:



 


		(a)	delivery to the Independent Technical
                                         Consultant and the Technical Agent of a Costs Certificate and a Cost to Complete Certificate,
                                         each signed by an authorised signatory of the Borrower, no later than ten (10) Business
                                         Days before the delivery of a Utilisation Request pursuant to clause 5.1(b) below, for
                                         counter-signature, confirmation or approval (as applicable) by the Independent Technical
                                         Consultant and the Technical Agent; and



 


		(b)	delivery to the Facility Agent
                                         of a duly completed Utilisation Request not later than 11:00 a.m. five (5) Business Days
                                         before the proposed Utilisation Date.



 


Completion of a Utilisation
Request


 


		5.2	Up to three (3) Loans may be requested
                                         in each Utilisation Request.



 


		5.3	Each Utilisation Request is irrevocable
                                         and will not be regarded as having been duly completed unless:



 




    	 	61



     


    

 


		(a)	it identifies the number of Loans
                                         which are requested and the purpose of the Utilisation(s);



 


		(b)	the proposed Utilisation Date(s)
                                         are each a Business Day within the Availability Period and at least two (2) Business
                                         Days (or such shorter period as may be agreed by the Majority Lenders) before the due
                                         date for any payment to the Operator or De Beers;



 


		(c)	the Utilisation(s) are in Dollars
                                         and the amounts of the proposed Utilisation(s) comply with clause 5.5 (Amount);



 


		(d)	it specifies the Canadian Dollar
                                         amount and the Dollar Equivalent (on the date immediately prior to the date of the Utilisation
                                         Request) of all Eligible Costs payable in Canadian Dollars as set out in the relevant
                                         Costs Certificate;



 


		(e)	the proposed Interest Period(s)
                                         specified in the Utilisation Request comply with clause 9 (Interest periods);
                                         and



 


		(f)	it attaches a Costs Certificate
                                         and a Cost to Complete Certificate as required pursuant to clause 4.4.



 


Deemed Utilisation Requests


 


		5.4	If Ontario or the Facility Agent
                                         has received notice of a Cash Call from the Operator and:



 


		(i)	by the date which is seventeen
                                         (17) Business Days prior to the due date for payment to the Operator a Costs Certificate
                                         and a Cost to Complete Certificate have not been delivered to the Independent Technical
                                         Consultant and the Technical Agent by the Borrower in accordance with clause 5.1(a) (Delivery
                                         of a Utilisation Request) in relation to such Cash Call; or



 


		(ii)	by the date which is seven
                                         (7) Business Days prior to the due date for payment to the Operator no Utilisation Request
                                         has been submitted by the Borrower in accordance with clause 5.1(b) (Delivery of a
                                         Utilisation Request) in relation to such Cash Call,



 


then, unless
the Borrower has delivered evidence satisfactory to the Facility Agent that Ontario is disputing the amount of the Cash Call and
that failure to fund the Cash Call will not result in a JV Event of Default, the Facility Agent shall notify the Lenders of such
fact and shall (if so instructed by the Majority Lenders) notify each Lender and the Borrower of:


 


		(a)	the Borrower’s failure
                                         to submit a Utilisation Request and/or a Costs Certificate and/or a Cost to Complete
                                         Certificate;



 




    	 	62



     


    

 


		(b)	the amount of the proposed Utilisation,
                                         which shall be the amount of the Cash Call requested by the Operator (or if less, the
                                         Available Facility) and shall be in Dollars;



 


		(c)	the proposed Utilisation Date,
                                         which shall be a Business Day within the Availability Period and a date which is no later
                                         than two (2) Business Days (or such other period as may be agreed by the Majority Lenders)
                                         prior to the due date for payment under the Cash Call;



 


		(d)	the proposed Interest Period,
                                         which shall be three (3) months unless otherwise agreed by the Majority Lenders; and



 


		(e)	the amount of each Lender's participation
                                         in that Utilisation.



 


Such notification shall be
automatically deemed to be an irrevocable and duly completed Utilisation Request.


 


Amount


 


		5.5	Unless a Loan is to be made in
                                         accordance with clause 5.4 (Deemed Utilisation Requests), the amount of the proposed
                                         Loan must be:



 


		(a)	a minimum of five million US
                                         Dollars (US$5,000,000) and in an integral multiple of one million US Dollars (US$1,000,000)
                                         or if less, the Available Facility; and



 


		(b)	an amount no greater than one
                                         million US Dollars (US$1,000,000) more than the aggregate amount of Eligible Costs payable
                                         as set out in the relevant Costs Certificate.



 


Lenders' participation


 


		5.6	If the conditions set out in this
                                         Agreement have been met, each Lender shall make its participation in each Loan available
                                         by the Utilisation Date through its Facility Office.



 


		5.7	The amount of each Lender's participation
                                         in each Utilisation will be equal to the proportion borne by its Available Commitment
                                         to the Available Facility immediately prior to making that Loan.



 


		5.8	Unless the Facility Agent has issued
                                         a notice in accordance with clause 5.4 (Deemed Utilisation Requests), the Facility
                                         Agent shall, promptly upon receipt of a duly completed Utilisation Request from the Borrower,
                                         notify each Lender of the contents of the Utilisation Request, the amount of the Loans
                                         requested therein and the amount of that Lender's participation in those Utilisations.



 


Deposit of proceeds of
Utilisations


 


		5.9	The proceeds of each Loan shall
                                         be deposited into the USD Proceeds Account for use for the purposes described in clause
                                         3.1 (Purpose).



 




    	 	63



     


    

 


		6	Repayment



 


Repayment of the Loans


 


		6.1	Except as such repayment may be
                                         modified pursuant to clause 7.9 (Application of mandatory prepayment proceeds)
                                         or clauses 7.12 to 7.14 (Voluntary prepayment) the Borrower shall on each Repayment
                                         Date, make a repayment of the Loans in the amount set opposite that Repayment Date in
                                         Schedule 8 (Repayment Schedule).



 


		6.2	The Borrower shall not reborrow
                                         any part of the Facility which is repaid.



 


		6.3	On the Final Scheduled Repayment
                                         Date, the Borrower shall make payment in full of all amounts (whether principal, interest
                                         (including capitalised interest), capitalised fees or otherwise) that are outstanding
                                         under or in respect of the Facility.



 


		7	Illegality, prepayment and cancellation



 


Illegality and Sanctions


 


		7.1	If it becomes unlawful or contrary
                                         to any regulation in any applicable jurisdiction or contrary to any Sanctions applicable
                                         to that Lender for a Lender to perform any of its obligations as contemplated by any
                                         Finance Document or to fund or maintain its participation in any Loan:



 


		(a)	that Lender shall promptly notify
                                         the Facility Agent upon becoming aware of that event;



 


		(b)	upon the Facility Agent notifying
                                         the Borrower, the Available Commitments of that Lender will be immediately cancelled;
                                         and



 


		(c)	the Borrower shall repay that
                                         Lender's participation in the Loans made to the Borrower, together with accrued interest
                                         and all other amounts accrued to that Lender under the Finance Documents, on the last
                                         day of the Interest Period for each Loan falling after the Facility Agent has notified
                                         the Borrower or, if earlier, the date specified by the Lender in the notice delivered
                                         to the Facility Agent (being no earlier than the last day of any applicable grace period
                                         permitted by law).



 


		7.2	If any member of the Group or the
                                         Operator:



 


		(a)	is or becomes a Sanctioned Entity;



 


		(b)	participates in any manner in
                                         any Sanctioned Transaction,



 




    	 	64



     


    

 


each Obligor
shall notify the Facility Agent promptly upon becoming aware of that event (unless that Obligor is aware that a notification has
already been provided by another Obligor). Upon receipt of such notice or a notice of such event from another Finance Party, the
Facility Agent shall promptly notify the Lenders, and each Lender may on no less than ten (10) Business Days’ notice to
the Borrower, cancel its Available Commitments and declare all outstanding Loans made by it to the Borrower, together with accrued
interest, Break Costs and all other amounts accrued to it under the Finance Documents immediately due and payable, whereupon that
Lender’s Available Commitments will be cancelled and all such outstanding amounts owing to it will become immediately due
and payable.


 


Mandatory prepayment
- Change of Control


 


		7.3	If any Change of Control occurs
                                         or any Obligor becomes aware that a Change of Control is reasonably likely to occur:



 


		(a)	the Borrower shall promptly (and
                                         in any event no later than three (3) Business Days after the occurrence of that event)
                                         notify the Facility Agent of that event; and



 


		(b)	the Facility Agent may (acting
                                         on the instructions of the Majority Lenders if the Majority Lenders determine that the
                                         Change of Control is not acceptable), immediately upon notice to the Borrower after any
                                         Change of Control has occurred, cancel the Available Commitments and declare all outstanding
                                         Loans, together with accrued interest, Break Costs and all other amounts accrued under
                                         the Finance Documents immediately due and payable, whereupon the Total Commitments will
                                         be cancelled and all such outstanding amounts will become immediately due and payable.



 


Mandatory prepayment
- Insurance Proceeds/Compensation Proceeds


 


		7.4	Except as provided in clause 7.5
                                         below, the Borrower shall, within ten (10) Business Days following receipt by the Borrower
                                         or Ontario of any Insurance Proceeds (other than any insurance proceeds in respect of
                                         third party liability insurance where such proceeds are to be paid to third parties)
                                         or any Compensation Proceeds, prepay the Loans in an amount equal to such Insurance Proceeds
                                         or Compensation Proceeds on the next Interest Payment Date.



 


		7.5	The Borrower shall not be required
                                         to prepay any Loans following such receipt or payment of Insurance Proceeds or Compensation
                                         Proceeds if, and to the extent that, the Facility Agent (acting on the instructions of
                                         the Majority Lenders) is satisfied that:



 


		(a)	in relation to Insurance Proceeds                                          in an aggregate
                                                                 amount no greater than five million Dollars (US$5,000,000) relating to a single event or incident or a series of connected
                                                                 events or                                                                  incidents,
                                                                 such Insurance Proceeds are promptly applied (by                                                                  the
                                                                 Operator, if applicable) in the
                                                                 repair or reinstatement of the relevant Project Assets;



  




    	 	65



     


    

 


		(b)	in relation to Insurance Proceeds
                                         in an aggregate amount in excess of five million Dollars (US$5,000,000) relating to a
                                         single event or incident or a series of connected events or incidents, such Insurance
                                         Proceeds are promptly applied (by the Operator, if applicable) in the repair or reinstatement
                                         of the relevant Project Assets in accordance with a Reinstatement Plan acceptable to
                                         the Majority Lenders delivered to the Facility Agent by the Borrower within five (5)
                                         Business Days of the event giving rise to the receipt or payment of such Insurance Proceeds;



 


		(c)	in relation to Insurance Proceeds,
                                         the relevant Insurance Proceeds are paid in respect of diamond inventory insurance; or



 


		(d)	in relation to Performance Liquidated Damages,
                                         such Performance Liquidated Damages are no greater than
                                         three million Dollars (US 3,000,000) in aggregate relating to a single event or incident or a series of connected events or
                                         incidents and are promptly applied (by the Operator, if applicable) in remedying the
                                         matter to which the payment of such Performance Liquidated Damages relates.



 


Mandatory prepayment
- cash sweep


 


		7.6	The Borrower shall, within ten
                                         (10) Business Days of each Scheduled Calculation Date deliver a Cash Sweep Calculation
                                         Certificate to the Facility Agent and make a mandatory prepayment of the Loans outstanding
                                         on such Scheduled Calculation Date in an amount equal to fifty per cent (50%) of the
                                         Excess Cashflow for the relevant Cash Sweep Period as set out in the relevant Cash Sweep
                                         Calculation Certificate which the Facility Agent has confirmed is satisfactory.



 


		7.7	The Borrower may, within ten (10)
                                         Business Days of each Scheduled Calculation Date, provided (i) the Borrower has provided
                                         the Facility Agent with such evidence as is necessary to satisfy the Facility Agent that
                                         the Distribution Conditions have been satisfied (by reference to that Scheduled Calculation
                                         Date, as applicable), and the Facility Agent (acting on behalf of the Majority Lenders)
                                         has confirmed that Distribution Conditions are satisfied, (ii) the Facility Agent (acting
                                         on behalf of the Majority Lenders) has confirmed the amounts and calculations set out
                                         in the relevant Cash Sweep Calculation Certificate are satisfactory to it, and (iii)
                                         any payment required to be made in accordance with clause 7.6 above has been made in
                                         full, withdraw from the USD Proceeds Account and pay into the Distribution Account an
                                         amount equal to fifty per cent (50%) of the Excess Cashflow for the relevant Cash Sweep
                                         Period as set out in the relevant Cash Sweep Calculation Certificate which the Facility
                                         Agent has confirmed is satisfactory.






 




    	 	66



     


    

 


		7.8	If on any Calculation Date an Event
                                         of Default is continuing, the Borrower shall, unless the Facility Agent (acting on the
                                         instructions of the Majority Lenders) advises otherwise, within ten (10) Business Days
                                         of the Calculation Date make a mandatory prepayment of the Loans outstanding in an amount
                                         at least equal to the Excess Cashflow for the relevant Cash Sweep Period.



 


Application of mandatory
prepayment proceeds


 


		7.9	Subject to clause 7.10, each prepayment
                                         to be made under clause 7.1 (Illegality and Sanctions) to 7.8 (Mandatory prepayment
                                         – Cash Sweep) shall be applied:



 


		(a)	against relevant outstanding
                                         instalments under the Facility in inverse order of maturity; and



 


		(b)	pro rata among the Lenders in
                                         proportion to their participation in the relevant Loans.



 


		7.10	If the Borrower makes a mandatory
                                         prepayment in accordance with clause 7.8 (Mandatory prepayment – Cash Sweep)
                                         above due to an Event of Default under clause 28.3 (Financial Covenants) and no
                                         other Events of Default have occurred and are continuing, the Borrower may, on making
                                         such prepayment, notify the Facility Agent that the prepayment shall be applied against
                                         the relevant outstanding instalment(s) under the Facility in order to cure the Event
                                         of Default under clause 28.3 (Financial Covenants) and the Facility Agent shall
                                         apply the prepayment accordingly, provided that the Borrower may only exercise its rights
                                         under this clause (i) once during the Facility Period; and (ii) if, in doing so, it will
                                         satisfy the financial covenants as set out in paragraphs 10.1.1 to 10.1.4 of Schedule 11
                                         (Completion Tests).



 


Voluntary cancellation


 


		7.11	The Borrower may, by giving the
                                         Facility Agent not less than ten (10) Business Days' (or such shorter period as the Majority
                                         Lenders may agree in writing) prior written notice, cancel the whole or any part (and,
                                         if in part, being a minimum amount of five million Dollars (US$5,000,000) and an integral
                                         multiple of one million Dollars (US$1,000,000) of the Available Facility. Any cancellation
                                         under this clause 7.11 shall reduce the Commitments of the Lenders pro rata under the
                                         Facility.



 


Voluntary prepayment


 


		7.12	Subject to clause 7.20 (Restrictions)
                                         the Borrower may, following the expiry of the Availability Period, by giving the Facility
                                         Agent not less than ten (10) Business Days (or such shorter period as the Majority Lenders
                                         may agree) prior notice, prepay the whole or any part of any Loan on an Interest Payment
                                         Date in respect of that Loan (or at such other times as the Lenders may agree).



 




    	 	67



     


    

 


		7.13	Any voluntary prepayment of part
                                         of any Loan must be a minimum amount of five million Dollars (US$5,000,000) and an integral
                                         multiple of one million Dollars (US$1,000,000).



 


		7.14	Any prepayment under clauses 7.12
                                         to 7.13 (Voluntary prepayment) above shall be applied:



 


		(a)	in reducing each outstanding
                                         instalment under the Facility in inverse order of maturity; and



 


		(b)	pro rata among the Lenders in
                                         proportion to their participation in the relevant Loans.



 


Right of repayment and
cancellation in relation to a single lender


 


		7.15	Subject to clause 7.20 (Restrictions),
                                         if:



 


		(a)	any sum payable to any Lender
                                         by an Obligor is required to be increased under clause 12.4 (Tax gross-up); or



 


		(b)	any Lender claims indemnification
                                         from the Borrower under clause 12.7 (Tax indemnity) or clause 13.1 (Increased
                                         costs);



 


the Borrower may, whilst the
circumstance giving rise to the requirement for the increase or indemnification continues, give the Facility Agent notice of cancellation
of the Commitments of that Lender and its intention to procure the repayment of that Lender's participation in the Loans.


 


		7.16	On receipt of a valid notice in
                                         accordance with clause 7.15 above, the Commitment of that Lender shall immediately be
                                         reduced to zero (0).



 


		7.17	On the last day of each Interest
                                         Period which ends after the Borrower has given a valid notice under clause 7.15 above
                                         (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall
                                         repay that Lender's participation in that Loan.



 


Automatic cancellation


 


		7.18	The Available Facility shall be
                                         automatically cancelled at the end of the Availability Period.



 


Restrictions


 


		7.19	Any notice of cancellation or
                                         prepayment given by any Party under this clause 7 (Illegality, prepayment and cancellation)
                                         shall be irrevocable and shall specify the date or dates upon which the relevant cancellation
                                         or prepayment is to be made and the amount of that cancellation or prepayment.



 


		7.20	The Borrower shall not be entitled
                                         to serve a notice under clause 7.15 (Right of repayment and cancellation in relation
                                         to a single lender), to make a prepayment under clauses 7.12 to 7.14 (Voluntary
                                         prepayment), or give any notice under clause 7.11 (Voluntary cancellation)
                                         unless:



 




    	 	68



     


    

 


		(a)	the Borrower has sufficient funds
                                         to use for the purpose of the prepayment in accordance with the Payment Cascade; and



 


		(b)	the Majority Lenders are satisfied
                                         that the proposed prepayment and cancellation is unlikely to cause:



 


		(i)	a Cost to Complete Shortfall
                                         to occur;



 


		(ii)	a Material Adverse Effect;
                                         or



 


		(iii)	a JV Event of Default.



 


		7.21	If the Borrower makes any prepayment
                                         under this Agreement, the Borrower shall also pay at the same time:



 


		(a)	accrued interest, fees and other
                                         amounts outstanding in relation to the amount prepaid;



 


		(b)	any Break Costs payable under
                                         clauses 10.9 and 10.10 (Break Costs) in respect of the amount prepaid;



 


		(c)	any Hedging Termination Amount
                                         that becomes payable as a consequence of any Hedging Transactions being terminated in
                                         whole or in part in accordance with the Hedging Strategy in respect of the prepayment;
                                         and



 


		(d)	if such prepayment is made pursuant
                                         to clause 7.12 (Voluntary prepayment) prior to the second (2nd) anniversary
                                         of Financial Close, the Make Whole Amount.



 


Subject to the payment of
the amounts contemplated by this clause, any prepayment under this Agreement shall be made without premium or penalty.


 


		7.22	The Borrower is not entitled to
                                         reborrow any part of any Loan which has been prepaid.



 


		7.23	The Borrower shall not repay or
                                         prepay all or any part of the Loans or cancel all or any part of the Commitments except
                                         at the times and in the manner expressly provided for in this Agreement.



 


		7.24	Any Commitments cancelled under
                                         this Agreement cannot be subsequently reinstated.



 


		7.25	If the Facility Agent receives
                                         a notice under this clause 7 (Illegality, prepayment and cancellation) it shall
                                         promptly forward a copy of that notice to either the Borrower or the affected Lender(s),
                                         as appropriate.



 




    	 	69



     


    

 


		8	Interest



 


Calculation of interest


 


		8.1	The rate of interest on each Loan
                                         for each Interest Period is the percentage rate per annum which is the aggregate of the
                                         applicable:



 


		(a)	Margin;



 


		(b)	LIBOR; and



 


		(c)	Mandatory Cost, if any.



 


Payment of interest


 


		8.2	Subject to clause 8.3 below, the
                                         Borrower shall pay accrued interest on each Loan on each Interest Payment Date for that
                                         Loan.



 


		8.3	Subject to clause 8.4, and provided
                                         that no Event of Default is continuing, interest on a Loan payable on an Interest Payment
                                         Date falling before the expiry of the Availability Period will be capitalised on that
                                         Interest Payment Date and added to the principal amount of that Loan, provided that interest
                                         may only be capitalised up to the Total Commitments. Capitalised interest on each Loan
                                         will be due and payable on the date on which such Loan becomes repayable in accordance
                                         with the terms of this Agreement. To the extent that the Loans would be in excess of
                                         the Total Commitments due to the capitalisation of any interest, such excess interest
                                         shall be paid on the relevant Interest Payment Date.



 


		8.4	Any prepayment made by the Borrower
                                         under clause 7.6 (Mandatory prepayment – cash sweep) shall be applied, in
                                         the following order, towards the payment of:



 


		(a)	any interest capitalised in accordance
                                         with clause 8.3 above; and



 


		(b)	relevant outstanding instalments
                                         under the Facility in inverse order of maturity,



 


in each case
on a pro rata basis among the Lenders in proportion to their participation in the relevant Loans and capitalised amounts.


 




    	 	70



     


    

 


Default interest


 


		8.5	If an Obligor fails to pay any                                          amount payable by it
                                                               under a Finance Document on its due date, interest shall accrue                                          on the overdue
                                                               amount from the due date up to the date of actual payment (both before                                          and after
                                                               judgment, as applicable) at a rate which, subject to clause 8.6 below, is two percent (2%) per annum higher than the rate
                                                               which                                                                would
                                                               have                                                                                                                been
                                                               payable if                                                                the
                                                               overdue amount had, during the period                                                                                   of
                                                               non-payment, constituted a Loan for                                                                            successive
                                                               Interest                                                                Periods, each of a duration
                                                               selected by the Facility Agent                                                                                   (acting
                                                               reasonably). Any interest accruing under this                                          clause 8.5 shall be
                                                               immediately payable by an Obligor on demand by the Facility Agent.



 


		8.6	If any overdue amount consists
                                         of all or part of a Loan which became due on a day which was not the last day of an Interest
                                         Period relating to that Loan:



 


		(a)	the first Interest Period for
                                         that overdue amount shall have a duration equal to the unexpired portion of the current
                                         Interest Period relating to that Loan; and



 


		(b)	the rate of interest applying
                                         to the overdue amount during that first Interest Period shall be two per cent (2%) per
                                         annum higher than the rate which would have applied if the overdue amount had not become
                                         due.



 


		8.7	Default interest (if unpaid) arising
                                         on an overdue amount will be compounded with the overdue amount at the end of each Interest
                                         Period applicable to that overdue amount but will remain immediately due and payable.



 


Notification of rates
of interest


 


		8.8	The Facility Agent shall promptly
                                         notify the Lenders and the Borrower of the determination of a rate of interest under
                                         this Agreement.



 


		9	Interest periods



 


Interest Periods


 


		9.1	The Borrower may select an Interest
                                         Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already
                                         been borrowed) in a Selection Notice.



 


		9.2	Each Selection Notice is irrevocable
                                         and must be delivered to the Facility Agent by the Borrower no later than 11:00 a.m.
                                         five (5) Business Days before the last day of the then current Interest Period.



  




    	 	71



     


    

  


		9.3	If the Borrower fails to deliver
                                         a Selection Notice to the Facility Agent in accordance with clause 9.2 above, the relevant
                                         Interest Period for that Loan shall be the same duration as the immediately preceding
                                         Interest Period in respect of that Loan.



 


		9.4	Subject to this clause 9 (Interest
                                         periods), the Borrower may select an Interest Period of three (3) or six (6) months
                                         or any other period agreed between the Borrower and the Facility Agent (acting reasonably
                                         on the instructions of all Lenders). In addition the Borrower may select an Interest
                                         Period of a period of less than three (3) months, if necessary to ensure that the Loan
                                         has an Interest Period ending on a Repayment Date.



 


		9.5	Notwithstanding anything in clauses
                                         9.1 to 9.4, an Interest Period for any Loan shall not extend beyond the Final Scheduled
                                         Repayment Date.



 


		9.6	Each Interest Period for each Loan
                                         shall start on the Utilisation Date for that Loan or (if already made) on the last day
                                         of its preceding Interest Period.



 


Changes to Interest Periods


 


		9.7	Prior to determining the interest
                                         rate for a Loan, the Facility Agent may (but is not obliged to) reduce an Interest Period
                                         for any Loan to ensure that the Interest Period ends on a Repayment Date for the Loan,
                                         or to otherwise consolidate Loans in order to facilitate the payment of any Repayment
                                         Instalment due on any Repayment Date.



 


		9.8	If the Facility Agent makes any
                                         change to an Interest Period referred to in clause 9.7 above, it shall promptly notify
                                         the Borrower and the Lenders.



 


Non-Business Days


 


		9.9	If an Interest Period would otherwise
                                         end on a day which is not a Business Day, that Interest Period will instead end on the
                                         next Business Day in that calendar month (if there is one) or the preceding Business
                                         Day (if there is not).



 


Consolidation of Loans


 


		9.10	If two or more Interest Periods
                                         end on the same date the Loans to which those Interest Periods relate shall (unless the
                                         Borrower has delivered a Selection Notice selecting a different Interest Period for the
                                         next Interest Period) be consolidated into, and treated as, a single Loan under the Facility
                                         on the last day of the Interest Period.



 




    	 	72



     


    

 


		10	Changes to the calculation of interest



 


Unavailability of Screen
Rate


 


		10.1	If no Screen Rate is available
                                         for LIBOR for the Interest Period of a Loan, the applicable LIBOR shall be the Interpolated
                                         Screen Rate for a period equal in length to the Interest Period of that Loan.



 


		10.2	If no Screen Rate is available
                                         for LIBOR for:



 


		(a)	Dollars; or



 


		(b)	the Interest Period of a Loan
                                         and it is not possible to calculate the Interpolated Screen Rate,



 


the applicable
LIBOR shall be the Base Reference Bank Rate as of 11:00 a.m. (London time) on the Quotation Day for Dollars and for a period equal
in length to the Interest Period of that Loan.


 


		10.3	If clause 10.2 above applies but
                                         no Base Reference Bank Rate is available for Dollars for the relevant Interest Period
                                         there shall be no LIBOR for that Loan and clause 10.7 (Cost of funds) shall apply
                                         to that Loan for that Interest Period.



 


Calculation of Base Reference
Bank Rate


 


		10.4	Subject to clause 10.5 below,
                                         if LIBOR is to be determined on the basis of a Base Reference Bank Rate but a Reference
                                         Bank does not supply a quotation by 11:00 a.m. (London time) on the Quotation Day, the
                                         Base Reference Bank Rate shall be calculated on the basis of the quotations of the remaining
                                         Reference Banks.



 


		10.5	If at or about noon on the Quotation
                                         Day none or only one of the Reference Banks supplies a quotation, there shall be no Base
                                         Reference Bank Rate for the relevant Interest Period.



 


Market disruption


 


		10.6	If before close of business in
                                         London on the Quotation Day for the relevant Interest Period the Facility Agent receives
                                         notifications from a Lender or Lenders (whose participations in a Loan exceed thirty
                                         per cent. (30%) of that Loan) that the cost to it of funding its participation in that
                                         Loan from whatever source it may reasonably select would be in excess of LIBOR there
                                         shall be no LIBOR for that Loan and clause 10.7 (Cost of funds) shall apply
                                         to that Loan for the relevant Interest Period.



 


Cost of funds


 


		10.7	If clause 10.6 (Market disruption)
                                         applies, the rate of interest on the relevant Loan for the relevant Interest Period shall
                                         be the percentage rate per annum which is the sum of:



 




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		(a)	the Margin;



 


		(b)	the rate notified to the Facility
                                         Agent by that Lender as soon as practicable and in any event by close of business on
                                         the date falling five (5) Business Days after the Quotation Day (or, if earlier, on the
                                         date falling five (5) Business Days before the date on which interest is due to be paid
                                         in respect of that Interest Period), to be that which expresses as a percentage rate
                                         per annum the cost to the relevant Lender of funding its participation in that Loan from
                                         whatever source it may reasonably select; and



 


		(c)	the Mandatory Cost, if any, applicable
                                         to that Lender's participation in the Loan.



 


		10.8	If clause 10.7 above applies,
                                         the Facility Agent shall, as soon as is practicable, notify the Borrower.



 


Break Costs


 


		10.9	The Borrower shall, within three
                                         (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs
                                         attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on
                                         a day other than the last day of an Interest Period for that Loan or Unpaid Sum.



 


		10.10	Each Lender shall, as soon as
                                         reasonably practicable after a demand by the Facility Agent, provide a certificate confirming
                                         the amount of its Break Costs for any Interest Period in which they accrue.



 


		11	Fees



 


Commitment fee


 


		11.1	The Borrower shall pay to the                                          Facility Agent (for
                                                                the account of each Lender) a fee in Dollars computed at the rate of forty percent (40%) of the Margin per annum on that
                                                                Lenders’ average daily Available Commitment from the date of Financial Close until the last day of the Availability Period.



 


		11.2	The accrued commitment fee is
                                         payable in arrears on each Quarter Date falling during the Availability Period, on the
                                         last day of the Availability Period and if cancelled in full, on the cancelled amount
                                         of the relevant Lenders’ Commitment at the time the cancellation is effective.



 


		11.3	All commitment fees shall be capitalised
                                         on the applicable Quarter Date and added to any Loan, provided that commitment fees may
                                         only be capitalised up to the Total Commitments. To the extent that the Loans would be
                                         in excess of the Total Commitments due to the capitalisation of any commitment fees,
                                         such excess commitment fee shall be paid on the relevant Quarter Date.






 




    	 	74



     


    

 


Arrangement and structuring
fee


 


		11.4	The Borrower shall pay to each
                                         Joint Lead Arranger an arrangement and structuring fee in the amount and at the times
                                         agreed in a Fee Letter.



 


Facility Agent fee


 


		11.5	The Borrower shall pay to the
                                         Facility Agent (for its own account) an agency fee in the amount and at the times agreed
                                         in a Fee Letter.



 


Security Trustee fee


 


		11.6	The Borrower shall pay to the
                                         Security Trustee (for its own account) an security agency fee in the amount and at the
                                         times agreed in a Fee Letter.



 


Marketing Agent fee


 


		11.7	The Borrower shall pay the Marketing
                                         Agent (for its own account) a marketing agent fee in the amount and at the times agreed
                                         in a Fee Letter.



 


Technical Agent fee


 


		11.8	The Borrower shall pay the Technical
                                         Agent (for its own account) a technical agent fee in the amount and at the times agreed
                                         in a Fee Letter.



 


Insurance Agent Fee


 


		11.9	The Borrower shall pay the Insurance
                                         Agent (for its own account) an insurance agent fee in the amount and at the times agreed
                                         in a Fee Letter.



 


		12	Tax Gross-up and indemnities



 


Tax Definitions


 


		12.1	In this Agreement:



 


Protected Party means
a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation
to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document


 


Tax Credit means a
credit against, relief or remission for, or repayment of any Tax


 


Tax Deduction means
a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction


 


Tax Payment means either
the increase in a payment made by an Obligor to a Finance Party under clauses 12.2 to 12.6 (Tax gross-up) or a payment
under clauses 12.7 to 12.10 (Tax indemnity).


 




    	 	75



     


    

 


Unless a contrary indication
appears, in this clause 12 (Tax Gross-up and indemnities) a reference to "determines" or "determined"
means a determination made in the absolute discretion of the person making the determination.


 


Tax gross-up


 


		12.2	Each Obligor shall make all payments
                                         to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.



 


		12.3	The Borrower shall promptly upon
                                         becoming aware that an Obligor must make a Tax Deduction (or that there is any change
                                         in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly,
                                         a Lender shall notify the Facility Agent on becoming so aware in respect of a payment
                                         payable to that Lender. If the Facility Agent receives such notification from a Lender
                                         it shall notify the Borrower.



 


		12.4	If a Tax Deduction is required
                                         by law to be made by an Obligor, the amount of the payment due from that Obligor shall
                                         be increased to an amount which (after making any Tax Deduction) leaves an amount equal
                                         to the payment which would have been due if no Tax Deduction had been required.



 


		12.5	If an Obligor is required to make
                                         a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required
                                         in connection with that Tax Deduction within the time allowed and in the minimum amount
                                         required by law.



 


		12.6	Within thirty (30) days of making
                                         either a Tax Deduction or any payment required in connection with that Tax Deduction,
                                         the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance
                                         Party entitled to the payment evidence reasonably satisfactory to that Finance Party
                                         that the Tax Deduction has been made or (as applicable) any appropriate payment paid
                                         to the relevant taxing authority.



 


Tax indemnity


 


		12.7	The Borrower shall (within five
                                         (5) Business Days of demand by the Facility Agent) pay to a Protected Party an amount
                                         equal to the loss, liability or cost which that Protected Party determines will be or
                                         has been (directly or indirectly) suffered for or on account of Tax by that Protected
                                         Party in respect of a Finance Document.



 


		12.8	Clause 12.7 above shall not apply:



 


		(a)	with respect to any Tax assessed
                                         on a Finance Party:



 


		(i)	under the law of the jurisdiction
                                         in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions)
                                         in which that Finance Party is treated as resident for tax purposes; or



 




    	 	76



     


    

 


		(ii)	under the law of the jurisdiction
                                         in which that Finance Party's Facility Office is located in respect of amounts received
                                         or receivable in that jurisdiction,



 


if that Tax is imposed on or
calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that
Finance Party; or


 


		(b)	to the extent a loss, liability
                                         or cost:



 


		(i)	is compensated for by an increased
                                         payment under clauses 12.2 to 12.6 (Tax gross-up); or



 


		(ii)	relates to a FATCA Deduction
                                         required to be made by a Party.



 


		12.9	A Protected Party making, or intending
                                         to make a claim under clause 12.7 above shall promptly notify the Facility Agent of the
                                         event which will give, or has given, rise to the claim, following which the Facility
                                         Agent shall notify the Borrower.



 


		12.10	A Protected Party shall, on receiving
                                         a payment from an Obligor under clauses 12.7 to 12.9 above, notify the Facility Agent.



 


Tax Credit


 


		12.11	If an Obligor makes a Tax Payment
                                         and the relevant Finance Party determines that:



 


		(a)	a Tax Credit is attributable
                                         either to an increased payment of which that Tax Payment forms part, or to that Tax Payment;
                                         and



 


		(b)	the relevant Finance Party has
                                         obtained and utilised that Tax Credit,



 


the Finance Party shall elect
to either:


 


		(i)	pay an amount to the relevant
                                         Obligor which that Finance Party determines will leave it (after that payment) in the
                                         same after-Tax position as it would have been in had the Tax Payment not been required
                                         to be made by the Obligor; or



 


		(ii)	set off against any payment
                                         obligation due from the relevant Obligor an amount which that Finance Party determines
                                         will leave it (after that set-off) in the same after-Tax position as it would have been
                                         in had the Tax Payment not been required to be made by the Obligor.



 


Stamp taxes


 


		12.12	The Borrower shall pay and, within
                                         five (5) Business Days of demand, indemnify each Finance Party against any cost, loss
                                         or liability such Finance Party incurs in relation to all stamp duty, registration and
                                         other similar Taxes payable in respect of any Finance Document.



 




    	 	77



     


    

 


Value added tax


 


		12.13	All amounts set out or expressed
                                         in a Finance Document to be payable by any Party to a Finance Party which (in whole or
                                         in part) constitute the consideration for a supply or supplies for VAT purposes shall
                                         be deemed to be exclusive of any VAT which is chargeable on such supply or supplies,
                                         and accordingly, subject to clause 12.14 below, if VAT is or becomes chargeable on any
                                         supply made by any Finance Party to any Party under a Finance Document, that Party shall
                                         pay to the Finance Party (in addition to and at the same time as paying any other consideration
                                         for such supply) an amount equal to the amount of such VAT (and such Finance Party shall
                                         promptly provide an appropriate VAT invoice to such Party).



 


		12.14	If VAT is or becomes chargeable
                                         on any supply made by any Finance Party (the Supplier) to any other Finance Party
                                         (the Recipient) under a Finance Document, and any Party (other than the Recipient)
                                         (the Subject Party) is required by the terms of any Finance Document to pay an
                                         amount equal to the consideration for such supply to the Supplier (rather than being
                                         required to reimburse the Recipient in respect of that consideration), such Party shall
                                         also pay to the Supplier (in addition to and at the same time as paying such amount)
                                         an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject
                                         Party an amount equal to any credit or repayment obtained by the Recipient from the relevant
                                         tax authority which the Recipient reasonably determines is in respect of such VAT.



 


		12.15	Where a Finance Document requires
                                         any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party
                                         shall reimburse or indemnify, as the case may be, such Finance Party for the full amount
                                         of such cost or expense, including such part thereof as represents VAT, save to the extent
                                         that such Finance Party reasonably determines that it is entitled to credit or repayment
                                         in respect of such VAT from the relevant tax authority.



 


		12.16	Any reference in clauses 12.13
                                         to 12.16 to any Party shall, at any time when such Party is treated as a member of a
                                         group for VAT purposes, include (where appropriate and unless the context otherwise requires)
                                         a reference to the representative member of such group at such time (the term "representative
                                         member" to have the same meaning as in the Value Added Tax Act 1994).



 


		12.17	FATCA Information



 


		(a)	Subject to paragraph (c)
                                         below, each Party shall, within ten (10) Business Days of a reasonable request by another
                                         Party:



 


		(i)	confirm to that other Party
                                         whether it is:



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party; and



 




    	 	78



     


    

 


		(ii)	supply to that other Party
                                         such forms, documentation and other information relating to its status under FATCA as
                                         that other Party reasonably requests for the purposes of that other Party's compliance
                                         with FATCA; and



 


		(iii)	supply to that other Party
                                         such forms, documentation and other information relating to its status as that other
                                         Party reasonably requests for the purposes of that other Party's compliance with any
                                         other law, regulation, or exchange of information regime.



 


		(b)	If a Party confirms to another
                                         Party pursuant to 12.17(a)(i) above that it is a FATCA Exempt Party and it subsequently
                                         becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall
                                         notify that other Party reasonably promptly.



 


		(c)	Paragraph (a) above shall
                                         not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige
                                         any other Party to do anything, which would or might in its reasonable opinion constitute
                                         a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		(d)	If a Party fails to confirm whether
                                         or not it is a FATCA Exempt Party or to supply forms, documentation or other information
                                         requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance
                                         of doubt, where paragraph (c) above applies), then such Party shall be treated for the
                                         purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt
                                         Party until such time as the Party in question provides the requested confirmation, forms,
                                         documentation or other information.



 


		(e)	If the Borrower is a US Tax Obligor
                                         or the Facility Agent reasonably believes that its obligations under FATCA or any other
                                         applicable law or regulation require it, each Lender shall, within ten Business Days
                                         of:



 


		(i)	where the Borrower is a US Tax
                                         Obligor and the relevant Lender is an Original Lender, the date of this Agreement;



 


		(ii)	where the Borrower is a US
                                         Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant
                                         Transfer Date; and



 


		(iii)	where the Borrower is not
                                         a US Tax Obligor, the date of a request from the Facility Agent,



 




    	 	79



     


    

 


supply to
the Facility Agent:


 


		(A)	a withholding certificate on
                                         Form W-8, Form W-9 or any other relevant form; or



 


		(B)	any withholding statement or
                                         other document, authorisation or waiver as the Facility Agent may require to certify
                                         or establish the status of such Lender under FATCA or that other law or regulation.



 


		(f)	The Facility Agent shall provide
                                         any withholding certificate, withholding statement, document, authorisation or waiver
                                         it receives from a Lender pursuant to paragraph (e) above to the Borrower.



 


		(g)	If any withholding certificate,
                                         withholding statement, document, authorisation or waiver provided to the Facility Agent
                                         by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete,
                                         that Lender shall promptly update it and provide such updated withholding certificate,
                                         withholding statement, document, authorisation or waiver to the Facility Agent unless
                                         it is unlawful for the Lender to do so (in which case the Lender shall promptly notify
                                         the Facility Agent). The Facility Agent shall provide any such updated withholding certificate,
                                         withholding statement, document, authorisation or waiver to the Borrower.



 


		(h)	The Facility Agent may rely on
                                         any withholding certificate, withholding statement, document, authorisation or waiver
                                         it receives from a Lender pursuant to paragraph (e) or (g) above without further verification.
                                         The Facility Agent shall not be liable for any action taken by it under or in connection
                                         with paragraph (e), (f) or (g) above.



 


		12.18	FATCA Deduction by a Finance
                                         Party



 


		(a)	Each Party may make any FATCA
                                         Deduction it is required by FATCA to make, and any payment required in connection with
                                         that FATCA Deduction, and no Party shall be required to increase any payment in respect
                                         of which it makes such a FATCA Deduction or otherwise compensate the recipient of the
                                         payment for that FATCA Deduction.



 


		(b)	Each Party shall promptly, upon
                                         becoming aware that it must make a FATCA Deduction (or that there is any change in the
                                         rate or the basis of such FATCA Deduction), and in any case at least three Business Days
                                         prior to making a FATCA Deduction, notify the Party to whom it is making the payment
                                         and, on or prior to the day on which it notifies that Party, shall also notify the Borrower,
                                         the Facility Agent and the other Finance Parties.



 




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		13	Increased costs



 


Increased costs


 


		13.1	Subject to clauses 13.4 and 13.5
                                         (Exceptions) the Borrower shall, within five (5) Business Days of a demand by
                                         the Facility Agent, pay for the account of a Finance Party the amount of any Increased
                                         Costs incurred by that Finance Party or any of its Affiliates as a result of:



 


		(a)	the introduction of or any change
                                         in (or in the interpretation, administration or application of) any law or regulation;



 


		(b)	compliance with any law or regulation
                                         made after the date of this Agreement; and/or



 


		(c)	the implementation or application
                                         of or compliance with any Basel III Regulation, CRD IV, CRR or the Dodd-Frank Act or
                                         any law or regulation that implements or applies any Basel III Regulation, CRD IV,
                                         CRR or the Dodd-Frank Act.



 


		(d)	In this Agreement Increased
                                         Costs means:



 


		(i)	a reduction in the rate of return
                                         from the Facility or on a Finance Party's (or its Affiliate's) overall capital;



 


		(ii)	an additional or increased
                                         cost; or



 


		(iii)	a reduction of any amount
                                         due and payable under any Finance Document,



 


which is incurred or suffered
by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Finance Document.


 


Increased cost claims


 


		13.2	A Finance Party intending to make
                                         a claim pursuant to clause 13.1 (Increased costs) shall notify the Facility Agent
                                         of the event giving rise to the claim, following which the Facility Agent shall promptly
                                         notify the Borrower.



 


		13.3	Each Finance Party shall, as soon
                                         as practicable after a demand by the Facility Agent or the Borrower, provide a certificate
                                         confirming the amount of its Increased Costs.



 


Exceptions


 


		13.4	Clause 13.1 (Increased costs)
                                         does not apply to the extent any Increased Cost is:



 


		(a)	attributable to a Tax Deduction
                                         required by law to be made by the Borrower;



 


		(b)	compensated for by clauses 12.7
                                         to 12.10 (Tax indemnity) (or would have been compensated for under clauses 12.7
                                         to 12.10 (Tax indemnity) but was not so compensated solely because any of the
                                         exclusions in clause 12.8 (Tax indemnity) applied);



 




    	 	81



     


    

 


		(c)	attributable to the wilful breach
                                         by the relevant Finance Party or its Affiliates of any law or regulation;



 


		(d)	compensated for by the payment
                                         of the Mandatory Cost; or



 


		(e)	attributable to a FATCA Deduction
                                         required to be made by a Party.



 


		13.5	In clause 13.4 above, a reference
                                         to a Tax Deduction has the same meaning given to the term in clause 12.1 (Tax
                                         Definitions).



 


		14	Other indemnities



 


Currency indemnity


 


		14.1	If any sum due from an Obligor
                                         under the Finance Documents (a Sum), or any order, judgment or award given or
                                         made in relation to a Sum, has to be converted from the currency (the First Currency)
                                         in which that Sum is payable into another currency (the Second Currency) for the
                                         purpose of:



 


		(a)	making or filing a claim or proof
                                         against that Obligor; and/or



 


		(b)	obtaining or enforcing an order,
                                         judgment or award in relation to any litigation or arbitration proceedings,



 


that Obligor shall as an independent
obligation, within five (5) Business Days of demand indemnify each Finance Party to whom that Sum is due against any cost, loss
or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to
convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person
at the time of its receipt of that Sum.


 


		14.2	Each Obligor waives any right
                                         it may have in any jurisdiction to pay any amount under the Finance Documents in a currency
                                         or currency unit other than that in which it is expressed to be payable.



 


Other indemnities


 


		14.3	The Borrower shall within five
                                         (5) Business Days of demand indemnify each Finance Party against any cost, loss or liability
                                         incurred by that Finance Party as a result of:



 


		(a)	the occurrence of any Event of
                                         Default;



 


		(b)	a failure by an Obligor to pay
                                         any amount due under a Finance Document on its due date;



 




    	 	82



     


    

 


		(c)	funding, or making arrangements
                                         to fund, its participation in a Loan requested by the Borrower in a Utilisation Request
                                         but not made by reason of the operation of any one or more of the provisions of this
                                         Agreement (other than by reason of wilful default or gross negligence by that Finance
                                         Party alone);



 


		(d)	a Loan (or part of a Loan) not
                                         being prepaid in accordance with a notice of prepayment given by the Borrower;



 


		(e)	any actual or alleged breach
                                         of any applicable Environmental Law or any Environmental or Social Permit in connection
                                         with the Project or the Facility by any person other than a Finance Party (except where
                                         such actual or alleged breach by a Finance Party is due to the acts or omissions of an
                                         Obligor, any other Major Project Party or any other third party);



 


		(f)	any third party claim or proceedings
                                         being made or brought against that Finance Party in connection with the Project, the
                                         Facility or any of the Obligors to the extent that such claim or proceeding is brought
                                         or initiated during, or relates to events, acts, omissions or circumstances which occurred
                                         or arose during, the Facility Period, unless such cost, loss or liability is caused by
                                         the gross negligence or wilful misconduct of that Finance Party; and/or



 


		(g)	the replacement of a Lender pursuant
                                         to clause 7.15 (Right of repayment and cancellation in relation to a single Lender).



 


Indemnity to the Facility
Agent and Security Trustee


 


		14.4	The Borrower shall indemnify the
                                         Facility Agent and the Security Trustee (and, in respect of sub-paragraph (b) below,
                                         any Finance Party) promptly on demand (and in any event within three (3) Business Days)
                                         against any cost, loss or liability incurred by the Facility Agent or the Security Trustee
                                         (acting reasonably) as a result of:



 


		(a)	investigating any event which
                                         it reasonably believes is a Default;



 


		(b)	acting or relying on any notice,
                                         request or instruction which it reasonably believes to be genuine, correct and appropriately
                                         authorised; and



 


		(c)	any action taken by the Facility
                                         Agent or the Security Trustee or any of their respective representatives, agents or contractors
                                         in connection with clause 26.33 (Power to remedy).



 


Sanctions


 


		14.5	Each Obligor shall indemnify and
                                         hold harmless each Finance Party against all actions, proceedings, claims and/or demands
                                         that may be brought against such Finance Party and against all losses, damages, costs
                                         and expenses which such Finance Party may incur or sustain, in connection with or arising
                                         out of:



 




    	 	83



     


    

 


		(a)	the seizure, blocking or withholding
                                         of any funds (including any funds held by a Finance Party) by any Sanctioning Body related
                                         to or connected with, in any manner whatsoever, any action or omission of that Obligor;
                                         and/or



 


		(b)	conduct or activity of that Obligor
                                         that directly or indirectly benefits any party against which Sanctions have been established
                                         by any Sanctioning Body from time to time.



 


Substantiation


 


		14.6	If under any provision of this
                                         Agreement or any Finance Document, a Finance Party makes a demand for payment in relation
                                         to any indemnity or other compensation for costs, losses or liabilities, that Finance
                                         Party shall (if possible and practical, and in the discretion of that Finance Party)
                                         provide substantiation to the Borrower of the amount demanded.



 


		15	Mitigation by the Finance Parties



 


Mitigation


 


		15.1	Each Finance Party shall, in consultation
                                         with the Borrower, take all reasonable steps to mitigate any circumstances which arise
                                         and which would result in any amount becoming payable under or pursuant to, or cancelled
                                         pursuant to, any of clause 7.1 (Illegality and Sanctions), clause 12 (Tax Gross-up
                                         and indemnities), clause 13 (Increased costs) or paragraph 3 of Schedule 7
                                         (Mandatory Cost Formula), including (but not limited to) transferring its rights
                                         and obligations under the Finance Documents to another Affiliate or Facility Office.



 


		15.2	Clause 15.1 above does not in
                                         any way limit the obligations of any Obligor under the Finance Documents.



 


Limitation of liability


 


		15.3	The Borrower shall indemnify each
                                         Finance Party within five (5) Business Days of demand for all costs and expenses reasonably
                                         incurred by that Finance Party as a result of steps taken by it under clauses 15.1 and
                                         15.2 (Mitigation).



 


		15.4	A Finance Party is not obliged
                                         to take any steps under clauses 15.1 and 15.2 (Mitigation) if, in the opinion
                                         of that Finance Party (acting reasonably), to do so might be prejudicial to it.



 




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		16	Costs and expenses



 


Transaction expenses


 


		16.1	The Borrower shall promptly, on
                                         demand, pay the Documentation Agent, the Facility Agent, the Security Trustee, the Technical
                                         Agent, the Joint Lead Arrangers and any other Finance Parties the amount of all costs
                                         and expenses (including fees, costs and expenses of legal, insurance, technical and other
                                         consultants and advisers) incurred and evidenced by any of them in connection with the
                                         negotiation, preparation, printing, execution and syndication of:



 


		(a)	this Agreement and any other
                                         documents referred to in this Agreement; and



 


		(b)	any other Finance Documents executed
                                         after the date of this Agreement.



 


Amendment costs


 


		16.2	If:



 


		(a)	an Obligor requests an amendment,
                                         waiver or consent or, in the opinion of the Facility Agent, an amendment, waiver or consent
                                         is required, under any Finance Document; or



 


		(b)	an amendment is required pursuant
                                         to clause 33.16 (Change of currency),



 


the Borrower shall, within
five (5) Business Days of demand, reimburse the Facility Agent, the Security Trustee and the Technical Agent for the amount of
all costs and expenses (including reasonable fees, costs and expenses of legal, insurance, technical and other consultants and
advisers) incurred and (if possible and practicable) evidenced by the Facility Agent, the Security Trustee and the Technical Agent
(or any other Finance Party) in responding to, evaluating, negotiating or complying with that request or requirement. Such fees
shall be in addition to any fee paid or payable to the Finance Parties under clause 11 (Fees).


 


Enforcement and preservation
costs


 


		16.3	The Borrower shall, within five
                                         (5) Business Days of demand, pay to each Finance Party the amount of all costs and expenses
                                         (including legal fees) incurred and (if possible and practicable) evidenced by that Finance
                                         Party in connection with the enforcement of, or the preservation of any rights under,
                                         any Finance Document and the Security Interests and any proceedings instituted by or
                                         against the Security Trustee as a consequence of taking or holding the Security Interests
                                         created or claimed to be created under the Security Documents or enforcing those rights.



 


Consultants' costs and
expenses


 


		16.4	The Borrower shall pay to the
                                         Facility Agent all costs and expenses (including reasonable legal fees) incurred by the
                                         Facility Agent in connection with the appointment of any Consultant.



 


		16.5	The Borrower shall, within five
                                         (5) Business Days of demand, pay the Facility Agent all fees, costs and expenses reasonably
                                         incurred and (if possible and practicable) evidenced in connection with work carried
                                         out by the Consultants in relation to the Project.



 




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		17	Financial Model



 


The Financial Model


 


		17.1	The Borrower, the Technical Agent
                                         and the Facility Agent shall each retain a copy of the Financial Model for use in producing
                                         and verifying the Forecasts to be delivered by the Borrower under this clause 17 (Financial
                                         Model) and the Borrower Compliance Certificates to be delivered pursuant to clauses
                                         22.22 and 22.23 (Compliance Certificates).



 


		17.2	Not later than sixty (60) days
                                         before each Scheduled Calculation Date or eight (8) Business Days before each Unscheduled
                                         Calculation Date, the Borrower will notify the Technical Agent, the Independent Technical
                                         Consultant and the Facility Agent of:



 


		(a)	any proposed updates to the Financial
                                         Model (including any changes to the Financial Model which it believes in good faith are
                                         required in order to correct any actual historical data known to be inaccurate or to
                                         correct any manifest error in the Financial Model, or any changes to reflect changes
                                         to the JV Plan and Budget which have been approved by the Technical Agent or the Facility
                                         Agent (each acting on the instructions of the Majority Lenders));



 


		(b)	the Technical Assumptions to
                                         be used for such Calculation Date; and



 


		(c)	the figures to be used for the
                                         Economic Assumptions for such Calculation Date,



 


each of
which will be determined in accordance with this clause 17.


 


		17.3	The assumed price for diamonds
                                         shall be as set out in Schedule 10 (Economic Assumptions), or as otherwise
                                         determined by the Majority Lenders on an annual basis following receipt of the first
                                         Diamond Valuation Report in each calendar year.



 


		17.4	All other Assumptions (other than
                                         the assumed diamond price determined in clause 17.3) and the other figures for Economic
                                         Assumptions shall be as set out in the Financial Model, provided that each of the Borrower
                                         and the Technical Agent (acting on the instructions of the Majority Lenders) shall have
                                         the right, following any material change in circumstance or any material change in projections,
                                         or in the case of the Technical Agent only, following receipt of a Diamond Valuation
                                         Report, to propose revisions to:



 


		(a)	the Technical Assumptions; and



 


		(b)	the figures to be used for the
                                         Economic Assumptions (other than the assumed diamond price, which shall be set in accordance
                                         with clause 17.3 above),



 


to be used for any subsequent
Financial Model, Cost to Complete Certificate, Forecast or Borrower Compliance Certificate to be delivered in accordance with
this Agreement.


 




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		17.5	Each of the Technical Agent (acting
                                         on the instructions of the Majority Lenders) and the Borrower may propose changes to
                                         the Financial Model which it believes in good faith are required in order to correct
                                         any historical data known to be inaccurate or to correct any manifest error in the Financial
                                         Model.



 


		17.6	The Borrower and the Technical
                                         Agent (acting on the instructions of the Majority Lenders) will:



 


		(a)	make any such proposals in relation
                                         to the Financial Model in accordance with clause 17.5 above or the Assumptions in accordance
                                         with clause 17.3 above to each other, with a copy to the Facility Agent;



 


		(b)	make any such proposals in good
                                         faith after careful consideration and enquiry and such proposals will genuinely reflect
                                         views which it believes in good faith to be reasonable in the circumstances and will
                                         be consistent with the provisions of the Transaction Documents in all material respects;
                                         and



 


		(c)	provide written reasons for its
                                         proposed revisions.



 


		17.7	Within ten (10) Business Days
                                         (or in the case of an Unscheduled Calculation Date, four (4) Business Days), of receipt
                                         of the Borrower's proposals for the changes to the Financial Model (including any relevant
                                         Assumptions) in accordance with this clause 17, the Technical Agent shall notify the
                                         Borrower whether it agrees with the Borrower's proposals and, if it disagrees, the reasons
                                         for the disagreement, provided that the Technical Agent may not disagree with any proposals
                                         from the Borrower under this clause (but may designate any or all such changes as Cost
                                         Overruns) where the update proposed by the Borrower accurately reflects changes to the
                                         JV Plan and Budget in the Financial Model, and the Technical Agent or the Facility Agent
                                         (each acting on the instructions of the Majority Lenders) approved such changes to the
                                         JV Plan and Budget prior to Ontario voting to approve the changes at the JV Management
                                         Committee. In determining whether it agrees with the Borrower's proposals and whether
                                         to designate any change as a Cost Overrun, the Technical Agent may submit those proposals
                                         to the Independent Technical Consultant and obtain the Independent Technical Consultant's
                                         recommendations in respect of those proposals.



 


		17.8	Within ten (10) Business Days
                                         (or in the case of an Unscheduled Calculation Date, four (4) Business Days), following
                                         receipt of the Technical Agent's proposals for the changes to the Financial Model (including
                                         any relevant Assumptions), the Borrower shall notify the Technical Agent whether it agrees
                                         with the Technical Agent's proposals and, if it disagrees, the reasons for the disagreement.



 


		17.9	If the Technical Agent and the
                                         Borrower disagree with each other's proposals, then the Borrower and the Technical Agent
                                         shall negotiate in good faith to agree the changes to the Financial Model (including
                                         any relevant Assumptions). If the Parties are unable to reach agreement by the date falling
                                         ten (10) days prior to the relevant Scheduled Calculation Date or, as the case may be,
                                         one (1) Business Day before the relevant Unscheduled Calculation Date, then the disputed
                                         matters shall be determined by the Technical Agent (acting on the instructions of the
                                         Majority Lenders) and notified to the Borrower, and such determination shall be binding
                                         on the Parties.



 




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		17.10	If the Technical Agent or the
                                         Borrower (as applicable) has not notified the other that it disagrees with any of the
                                         proposed changes within the period required by clause 17.7 or 17.8 above (as applicable)
                                         then the Technical Agent or the Borrower (as applicable) shall be deemed to have agreed
                                         the others proposed changes.



 


		17.11	Any changes to the Financial
                                         Model (including the Assumptions) shall take effect and be binding on the Parties on
                                         and from the date such changes are agreed or determined in accordance with clauses 17.1
                                         to 17.10 above, and shall be incorporated into an updated Financial Model.



 


		17.12	The Technical Agent, acting on
                                         the instructions of the Majority Lenders, may, at the Technical Agent's option, require
                                         that the updated or amended Financial Model be audited by the Independent Model Auditor.



 


Account balances


 


		17.13	On each Calculation Date and
                                         on the Business Day following the agreement or determination of the Assumptions and changes
                                         to the Financial Model (if any), the Account Bank shall deliver a statement to the Borrower
                                         setting out the balance of each of the Project Accounts (except the Distribution Account)
                                         as at the close of business on the previous Business Day.



 


Delivery of Forecast


 


		17.14	The Borrower shall deliver a
                                         Forecast to the Technical Agent:



 


		(a)	no later than four (4) Business
                                         Days before the relevant Scheduled Calculation Date; or



 


		(b)	if applicable, prior to or on
                                         the relevant Unscheduled Calculation Date.



 


Technical Agent can prepare
Forecasts


 


		17.15	In the event that the Borrower:



 


		(a)	fails to deliver a Forecast by
                                         the relevant Calculation Date; or



 


		(b)	delivers a Forecast that has
                                         been proposed on the basis of Assumptions or changes to the Financial Model that have
                                         not been agreed or determined in accordance with this Agreement,



 


then the Technical Agent,
acting on the instructions of the Majority Lenders, may, at the expense of the Borrower and having given prior notice to the Borrower,
prepare the relevant Forecast in accordance with this clause 17.


 




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		17.16	Any such Forecast prepared by
                                         the Technical Agent, acting on the instructions of the Majority Lenders, under clauses
                                         17.15 above shall constitute the Forecast for the purposes of the Finance Documents and
                                         shall supersede and replace any existing Forecast.



 


Preparation of Forecasts


 


		17.17	The Borrower shall prepare each
                                         Forecast in such a manner so as to ensure that:



 


		(a)	the Forecast is prepared using
                                         the Financial Model and is based on the Assumptions determined in accordance with clauses
                                         17.3 to 17.11 (The Financial Model).



 


		(b)	the Forecast accounts for income
                                         and expenditure on a cash basis;



 


		(c)	the Forecast calculates tax payments
                                         on the basis of legislation and practice in force at the time of preparation of the Forecast;
                                         and



 


		(d)	the Forecast takes into account
                                         the terms of the Transaction Documents in preparing estimates of income and expenditure.



 


Contents of each Forecast


 


		17.18	The Borrower shall set out or
                                         enclose the following details (and with respect to each financial covenant set out below,
                                         only to the extent that such financial covenant is tested on the relevant Calculation
                                         Date) in each Forecast, which shall be substantially in the form of the Financial Model:



 


		(a)	details of the Assumptions on
                                         which the Forecast is based;



 


		(b)	the CFADS for the current Calculation
                                         Period;



 


		(c)	the Forecast CFADS in respect
                                         of the Calculation Period commencing on the day after the next Calculation Date and each
                                         subsequent Calculation Period until the Final Scheduled Repayment Date;



 


		(d)	if issued in relation to any
                                         Unscheduled Calculation Date prior to Project Completion, the extent of any Cost to Complete
                                         Shortfall;



 


		(e)	the Historic Debt Service Cover
                                         Ratio for that Calculation Date;



 


		(f)	the Forecast Debt Service Cover
                                         Ratio for that Calculation Date and each subsequent Scheduled Calculation Date until
                                         the Final Scheduled Repayment Date;



 


		(g)	the Loan Life Cover Ratio for
                                         that Calculation Date and each subsequent Scheduled Calculation Date until the Final
                                         Scheduled Repayment Date;



 




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		(h)	the Project Life Cover Ratio
                                         for that Calculation Date and each subsequent Scheduled Calculation Date until the Final
                                         Scheduled Repayment Date;



 


		(i)	the Ore Reserve Tail Ratio for
                                         that Calculation Date and each subsequent Scheduled Calculation Date until the Final
                                         Scheduled Repayment Date;



 


		(j)	the anticipated DSRA Minimum
                                         Balance as at the next Scheduled Calculation Date and as at each subsequent Scheduled
                                         Calculation Date until the Final Scheduled Repayment Date;



 


		(k)	Distributions made during the
                                         current Calculation Period and forecast to be made during each subsequent Calculation
                                         Period up to the Final Scheduled Repayment Date; and



 


		(l)	details of the calculations undertaken
                                         by the Borrower to enable the Technical Agent to verify the accuracy of the matters set
                                         out in the Forecast.



 


Cost to Complete Shortfall


 


		17.19	Unless a Cost to Complete Certificate
                                         has been provided by the Borrower in the previous thirty (30) days pursuant to clause
                                         4.4 (Further conditions precedent to drawdown of the Loans), the Borrower shall
                                         provide the Technical Agent and the Facility Agent on each Quarter Date from Financial
                                         Close until Project Completion, with a Cost to Complete Certificate certifying whether
                                         a Cost to Complete Shortfall exists (and, if so, the amount of the Cost to Complete Shortfall)
                                         together with supporting calculations undertaken by the Borrower to enable the Technical
                                         Agent to verify the accuracy of such certificate.



 


Requirements as to preparation
of budgets and forecasts


 


		17.20	The Borrower shall ensure that
                                         each Forecast, Construction Budget, Operating Budget and any other report required to
                                         be delivered to the Facility Agent under this Agreement shall:



 


		(a)	be prepared in good faith and
                                         after reasonable due diligence;



 


		(b)	accurately document historical
                                         data and include the Borrower's best estimate of projected receipts and expenditure;



 


		(c)	be true and accurate in all material
                                         respects and not omit anything which would make it misleading in a material respect;
                                         and



 


		(d)	comply with the Finance Documents
                                         and take into account obligations and rights of the Obligors, and to the extent applicable
                                         the Operator, under the Project Documents.



 


		17.21	The Borrower shall promptly inform
                                         the Technical Agent and the Facility Agent and the Technical Agent shall promptly inform
                                         the Borrower and the Facility Agent, in each case as soon as it becomes aware, of any
                                         error in the Financial Model which would materially affect any calculation.



 




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		18	Budgets



 


Construction Budget


 


		18.1	The Borrower shall deliver the
                                         Initial Construction Budget to the Technical Agent and the Facility Agent in accordance
                                         with clause 4.1 (Initial conditions precedent) and Part 1 of Schedule 3 (Conditions
                                         Precedent).



 


		18.2	The Borrower may, at any time
                                         before Project Completion, deliver to the Technical Agent and the Facility Agent and
                                         to the Independent Technical Consultant a revised draft construction budget for approval
                                         by the Majority Lenders.



 


		18.3	The Technical Agent may, and if
                                         instructed by the Majority Lenders shall, issue a notice to the Borrower requiring it
                                         to prepare a draft revision to the then current Construction Budget if a Default or a
                                         change in circumstances has occurred which, in any case, is likely to have caused the
                                         then current Construction Budget to have become incorrect in a material respect, or if
                                         the Technical Agent considers that the then current Construction Budget does not reflect
                                         the JV Plan and Budget. If the Technical Agent delivers a notice under this clause 18.3,
                                         the Borrower shall, within fifteen (15) Business Days of receipt of the notice, prepare
                                         and deliver to the Technical Agent and the Facility Agent and to the Independent Technical
                                         Consultant a revised draft construction budget as at the last day of the month preceding
                                         the date of the notice.



 


		18.4	Any revised draft construction
                                         budget (a Revised Construction Budget) delivered to the Technical Agent and to
                                         the Independent Technical Consultant pursuant to clauses 18.2 or 18.3 above shall:



 


		(a)	update the Construction Budget
                                         to reflect the JV Plan and Budget, if necessary;



 


		(b)	be consistent with the Financial
                                         Model and set out the costs and revenues in reasonable detail together with all related
                                         Technical Assumptions;



 


		(c)	set out an estimate of any Construction
                                         Costs (on a line by line basis as set out in the Construction Budget) to be incurred
                                         during the remainder of the Construction Period;



 


		(d)	detail all Construction Costs
                                         incurred since the date of this Agreement; and



 


		(e)	compare the Construction Budget
                                         with the Revised Construction Budget and provide full explanations for any material deviations.



 




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		18.5	The Technical Agent shall, as
                                         soon as is practicable after receipt by it of each Revised Construction Budget, notify
                                         the Borrower whether or not the Majority Lenders have approved such Revised Construction
                                         Budget. To the extent that changes made in the Revised Construction Budget are based
                                         on changes to the JV Plan and Budget and the Technical Agent or the Facility Agent (each
                                         acting on the instructions of the Majority Lenders) approved such changes to the JV Plan
                                         and Budget prior to Ontario voting to approve the changes at the JV Management Committee,
                                         the Lenders may not refuse to approve the Revised Construction Budget, but may designate
                                         any or all such changes as Cost Overruns.



 


		18.6	If the Majority Lenders do not
                                         approve the Revised Construction Budget then:



 


		(a)	the Technical Agent shall provide
                                         the Borrower with reasonable details of the grounds for such disapproval;



 


		(b)	the then existing Construction
                                         Budget shall continue in effect without any amendment; and



 


		(c)	the Borrower may (or, in the
                                         case of clause 18.3 above, shall) submit a further revised draft construction budget
                                         to the Technical Agent for approval in the manner contemplated by clauses 18.1 to 18.7
                                         (Construction Budget).



 


		18.7	Upon the Technical Agent notifying
                                         the Borrower under clause 18.5 above that the Lenders have approved the relevant Revised
                                         Construction Budget the relevant Revised Construction Budget shall become the Construction
                                         Budget for the purposes of this Agreement.



 


Construction expenditure


 


		18.8	Unless approved by the Technical
                                         Agent (acting on the instructions of Majority Lenders), the Borrower shall not (except
                                         as provided in clause 18.9 below) incur or pay any particular Eligible Cost before Project
                                         Completion where that cost or payment (in aggregate with all other amounts incurred or
                                         paid in respect of that particular Eligible Cost for the relevant twelve (12) Month period)
                                         exceeds the aggregate amount allowed for that particular category of Eligible Costs for
                                         that twelve (12) Month period in the Construction Budget.



 


		18.9	Clause 18.8 above shall not restrict
                                         or prevent the Borrower from incurring or paying a particular Eligible Cost to the extent
                                         that:



 


		(a)	the relevant Eligible Cost is
                                         a Finance Cost or a Tax;



 


		(b)	the relevant Eligible Cost is
                                         incurred pursuant to a Cash Call by the Operator which is made in accordance with the
                                         then current JV Plan and Budget to the extent that the JV Plan and Budget has been or
                                         is approved by the Majority Lenders;



 


		(c)	the relevant Eligible Cost is
                                         a Cost Overrun which is paid for by amounts withdrawn from the Cost Overrun Account in
                                         accordance with clause 19.13 (Cost Overrun Reserve Account);



 




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		(d)	the relevant Eligible Cost is
                                         necessary to mitigate in accordance with Good Industry Practice the effects of an Emergency;
                                         or



 


		(e)	such Eligible Cost does not (in
                                         aggregate with all other amounts incurred or paid in respect of that line item (as set
                                         out in the Financial Model) of Eligible Cost for the relevant twelve (12) Month period)
                                         exceed the aggregate amount allowed for that line item (as set out in the Financial Model)
                                         of Eligible Cost (excluding any such Eligible Cost incurred or paid pursuant to clause
                                         18.9(d) above) for that twelve (12) Month period in the Construction Budget by more than
                                         five per cent (5%), or such Eligible Cost has been approved (in accordance with this
                                         Agreement) to be funded from the Contingency Balance.



 


Operating Budget


 


		18.10	Not less than sixty (60) days
                                         and not more than ninety (90) days before:



 


		(a)	the Projected Completion Date;
                                         and



 


		(b)	thereafter, the first day of
                                         each of its financial years,



 


the Borrower shall, deliver
to the Technical Agent and the Facility Agent and the Independent Technical Consultant a revised draft operating budget (a Revised
Operating Budget) for approval by the Majority Lenders.


 


		18.11	Each Revised Operating Budget
                                         shall comprise an operating budget based upon the Life of Mine Plan (together with a
                                         commentary thereon) for the next following twenty-four (24) months setting out costs
                                         and revenues for such twenty-four (24) month period on a monthly basis and setting out
                                         the costs and revenues for all subsequent financial years until the Final Scheduled Repayment
                                         Date on a semi-annual basis. The Borrower shall also ensure that each Revised Operating
                                         Budget is consistent with the Financial Model and sets out the costs and revenues in
                                         reasonable detail together with all related Technical Assumptions.



 


		18.12	Within thirty (30) days of receipt
                                         of the Revised Operating Budget, the Technical Agent shall notify the Borrower whether
                                         the Revised Operating Budget has been approved by the Majority Lenders. The Lenders agree
                                         that they shall not refuse approval of a Revised Operating Budget that shows no material
                                         departure from the then existing Operating Budget unless the Majority Lenders consider
                                         that the approval of the relevant Revised Operating Budget could lead to a Material Adverse
                                         Effect. To the extent that the Revised Operating Budget reflects changes to the JV Plan
                                         and Budget and the Technical Agent or the Facility Agent (each acting on the instructions
                                         of the Majority Lenders) approved such changes to the JV Plan and Budget prior to Ontario
                                         voting to approve the changes at the JV Management Committee, the Lenders may not refuse
                                         to approve the Revised Operating Budget.



 




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		18.13	If the Majority Lenders do not
                                         approve the Operating Budget, then:



 


		(a)	the Technical Agent shall provide
                                         the Borrower with reasonable details of the grounds for such disapproval; and



 


		(b)	the then existing Operating Budget
                                         shall continue in effect without any amendment; and



 


		(c)	the Borrower shall submit a further
                                         revised draft operating budget to the Technical Agent for approval in the manner contemplated
                                         by clauses 18.10 to 18.14 (Operating Budget).



 


		18.14	Upon the Technical Agent notifying
                                         the Borrower under clause 18.12 above that the Majority Lenders have approved the relevant
                                         Revised Operating Budget the relevant Revised Operating Budget shall become the Operating
                                         Budget for the purposes of this Agreement.



 


Operating expenditure


 


		18.15	Unless approved by the Technical
                                         Agent (acting on the instructions of the Majority Lenders), the Borrower shall not (except
                                         as provided in clause 18.16 below) incur or pay any cost where that cost or payment (in
                                         aggregate with all other amounts incurred or paid in respect of that category of cost
                                         for the relevant twelve (12) Month period) exceeds the aggregate amount allowed for that
                                         category of costs for that twelve (12) Month period in the Operating Budget.



 


		18.16	Clause 18.15 above shall not
                                         restrict or prevent the Borrower from incurring or paying a particular cost to the extent
                                         that:



 


		(a)	the relevant cost is a Finance
                                         Cost or Tax;



 


		(b)	the relevant cost is incurred
                                         pursuant to a Cash Call by the Operator which is made in accordance with the current
                                         JV Plan and Budget to the extent that the JV Plan and Budget has been or is approved
                                         by the Majority Lenders;



 


		(c)	the relevant cost is necessary
                                         to mitigate in accordance with Good Industry Practice the effects of an Emergency; or



 


		(d)	such cost does not (in aggregate
                                         with all other amounts incurred or paid in respect of that line item (as set out in the
                                         Financial Model for the relevant twelve (12) Month period)) exceed the aggregate amount
                                         allowed for that line item (as set out in the Financial Model) of cost (excluding any
                                         such cost incurred or paid pursuant to clause 18.16(c) above) for that twelve (12) Month
                                         period in the Operating Budget by more than five per cent (5%).



 


Life of Mine Plan


 


		18.17	No later than the delivery of
                                         the Revised Operating Budget under clause 18.10 (Operating Budget), for each of
                                         the Borrower’s financial years the Borrower shall, deliver to the Technical Agent,
                                         the Facility Agent and the Independent Technical Consultant an updated Life of Mine Plan
                                         (an Updated Life of Mine Plan) for approval by the Majority Lenders.



 




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		18.18	Either the Technical Agent (acting
                                         on behalf of the Majority Lenders) or the Borrower may from time to time propose changes
                                         to the Life of Mine Plan which it believes in good faith are required in order to correct
                                         any historical data known to be inaccurate, or to reflect any changes to the JV Plan
                                         and Budget which have been approved by the Technical Agent or the Facility Agent (each
                                         acting on the instructions of the Majority Lenders). The Technical Agent (acting on behalf
                                         of the Majority Lenders) or the Borrower may propose such a change by giving written
                                         notice to the other setting out the proposed change and the reasons why it believes such
                                         a change is required.



 


		18.19	Each Updated Life of Mine Plan
                                         shall, amongst other things, detail the expected Project Production and full costs of
                                         production until the Project Termination Date.



 


		18.20	Within thirty (30) days of receipt
                                         of any such changes or Updated Life of Mine Plan proposed by the Borrower, the Technical
                                         Agent shall notify the Borrower whether such changes or Updated Life of Mine Plan (as
                                         applicable) has been approved by the Majority Lenders. To the extent such changes or
                                         Updated Life of Mine Plan (as applicable) reflect changes to the JV Plan and Budget and
                                         the Technical Agent or the Facility Agent (each acting on the instructions of the Majority
                                         Lenders) approved such changes to the JV Plan and Budget prior to Ontario voting to approve
                                         the changes at the JV Management Committee, the Lenders may not refuse to approve such
                                         changes or Updated Life of Mine Plan.



 


		18.21	If the Majority Lenders do not
                                         approve an Updated Life of Mine Plan or changes to the Life of Mine Plan proposed by
                                         the Borrower, then:



 


		(a)	the Technical Agent shall provide
                                         the Borrower with reasonable details of the grounds for such disapproval; and



 


		(b)	the then existing Life of Mine
                                         Plan shall continue in effect without any amendment; and



 


		(c)	the Borrower shall submit a further
                                         revised draft life of mine plan to the Technical Agent for approval in the manner contemplated
                                         by clauses 18.17 to 18.22 (Life of Mine Plan).



 


		18.22	Upon the Technical Agent notifying
                                         the Borrower under clause 18.20 above that the Majority Lenders have approved the relevant
                                         Updated Life of Mine Plan or the changes proposed to the Life of Mine Plan, the relevant
                                         Updated Life of Mine Plan or the Life of Mine Plan as updated with the relevant changes,
                                         as applicable, shall become the Life of Mine Plan for the purposes of this Agreement.



 


		18.23	If any disagreement arises in
                                         relation to any changes to the Life of Mine Plan proposed by the Technical Agent under
                                         clause 18.18 above, the Technical Agent and the Borrower will negotiate in good faith
                                         for the purpose of agreeing changes to the Life of Mine Plan. If the Technical Agent
                                         and the Borrower are unable to reach agreement on such changes to the Life of Mine Plan
                                         by the date falling twenty (20) days after they were proposed by the Technical Agent,
                                         then the Technical Agent, acting on the instructions of the Majority Lenders, shall determine
                                         the changes that shall be made to the Life of Mine Plan and such determination shall
                                         be binding on the Parties. The Life of Mine Plan, as updated with such changes, shall
                                         become Life of Mine Plan for the purposes of this Agreement.



 




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		19	Project Accounts



 


Accounts Agreement


 


		19.1	The Borrower shall operate the
                                         Project Accounts (except the Distribution Account) in accordance with the Accounts Agreement
                                         and the other Finance Documents.



 


Proceeds Accounts


 


		19.2	At all times during the Facility
                                         Period, the Borrower will procure that all monies paid to (or to the order of) the Borrower
                                         or received by the Borrower (including amounts utilised under the Facility) or paid to
                                         the Borrower on account of Ontario that are not required by this Agreement to be paid
                                         into another Project Account are:



 


		(a)	if received in Canadian Dollars,
                                         deposited directly into the CAD Proceeds Account; and



 


		(b)	if received in any other currency,
                                         deposited directly into the USD Proceeds Account.



 


		19.3	The Borrower shall only withdraw
                                         monies from the Proceeds Accounts to make payments in accordance with the Financial Model
                                         that have fallen due in accordance with the Payment Cascade, provided that:



 


		(a)	any Canadian Dollar payments
                                         that have fallen due in accordance with the Payment Cascade shall be made directly from
                                         the CAD Proceeds Account; and



 


		(b)	to the extent the credit balance
                                         on the CAD Proceeds Account at any time is insufficient to make such Canadian Dollar
                                         payments, the Borrower may transfer monies from the USD Proceeds Account to the CAD Proceeds
                                         Account in order to pay such Canadian Dollar amounts from the CAD Proceeds Account.



 


Debt Service Reserve
Account


 


		19.4	On and from the earlier of (i)
                                         the Projected Completion Date and (ii) Project Completion, until the First Repayment
                                         Date, the Borrower shall maintain a credit balance on the Debt Service Reserve Account
                                         of an amount at least equal to the DSRA Minimum Balance (Project Completion) by making
                                         Additional Equity Contributions or transfers from the USD Proceeds Account (or the Cost
                                         Overrun Reserve Account if permitted pursuant to clause 19.14 (Cost Overrun Reserve
                                         Account)) to the Debt Service Reserve Account, provided that the Facility may not
                                         be used to fund the Debt Service Reserve Account.



 




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		19.5	On and from the First Repayment
                                         Date, the Borrower shall maintain a credit balance on the Debt Service Reserve Account
                                         of an amount at least equal to the DSRA Minimum Balance by making Additional Equity Contributions
                                         or transfers from the USD Proceeds Account (or the Cost Overrun Reserve Account if permitted
                                         pursuant to clause 19.14 (Cost Overrun Reserve Account)) to the Debt Service Reserve
                                         Account, provided that the Facility may not be used to fund the Debt Service Reserve
                                         Account.



 


		19.6	The Borrower may only withdraw
                                         amounts from the Debt Service Reserve Account:



 


		(a)	to pay Finance Costs that have
                                         fallen due, to the extent that there are insufficient credit balances in the USD Proceeds
                                         Account to pay such Finance Costs in accordance with the Payment Cascade; and



 


		(b)	to transfer amounts in excess
                                         of the DSRA Minimum Balance to the USD Proceeds Account.



 


		19.7	If any amount is withdrawn from
                                         the Debt Service Reserve Account, the Borrower shall, as soon as possible but in any
                                         event by the next Repayment Date, ensure that there is a credit balance on the Debt Service
                                         Reserve Account of an amount at least equal to the DSRA Minimum Balance.



 


Insurance Proceeds Account


 


		19.8	The Borrower shall procure that
                                         all Insurance Proceeds (other than any insurance proceeds in respect of third party liability
                                         insurance where such proceeds are to be paid to third parties) shall be paid into the
                                         Insurance Proceeds Account.



 


		19.9	The Borrower may only withdraw
                                         amounts from the Insurance Proceeds Account:



 


		(a)	in order to prepay Loans in accordance
                                         with clauses 7.4 to 7.5 (Mandatory Prepayment - Insurance Proceeds/Compensation Proceeds);
                                         or



 


		(b)	to the extent that it is permitted
                                         to apply those monies to the repair or reinstatement of Project Assets in accordance
                                         with clauses 7.4 to 7.5 (Mandatory Prepayment - Insurance Proceeds/Compensation Proceeds).



 


Distribution Account


 


		19.10	The Borrower shall pay any amounts
                                         that are to be declared or paid as Distributions into the Distribution Account, to the
                                         extent that there are sufficient funds available for this purpose in accordance with
                                         the operation of the Payment Cascade, by making transfers from the USD Proceeds Account
                                         to the Distribution Account in accordance with clause 7.7 (Mandatory prepayment -
                                         cash sweep). The Borrower shall not transfer any amounts from the USD Proceeds Account
                                         to the Distribution Account unless all the requirements specified in clauses 25.29 to
                                         25.31 (Distributions) have been satisfied.



 




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		19.11	The Borrower may withdraw amounts
                                         standing to the credit of the Distribution Account at any time.



 


Cost Overrun Reserve
Account


 


		19.12	The Borrower shall procure that
                                         the credit balance on the Cost Overrun Reserve Account at Financial Close is at least
                                         equal to the Cost Overrun Reserve Amount by making deposits of Canadian Dollars directly
                                         in to the Cost Overrun Reserve Account.



 


		19.13	Prior to Project Completion,
                                         the Borrower shall only withdraw amounts from the Cost Overrun Reserve Account:



 


		(a)	with the prior consent of, or
                                         on the instructions of, the Facility Agent (acting on the instructions of the Majority
                                         Lenders); or



 


		(b)	to pay Cost Overruns which are
                                         (i) approved by the Technical Agent (acting on the instructions of the Majority Lenders
                                         and with advice from the Independent Technical Consultant) or (ii) designated as Cost
                                         Overruns as contemplated in clauses 17.7 (The Financial Model) and 18.5 (Construction
                                         Budget),



 


in each case
in order to transfer such amounts to the CAD Proceeds Account to make payments of Cash Calls to the Operator; or


 


		(c)	to transfer such amounts in accordance
                                         with clause 19.14 below.



 


		19.14	Following Project Completion
                                         (or on the instructions of the Facility Agent in order to achieve Project Completion),
                                         the Borrower shall transfer any balance to the credit of the Cost Overrun Reserve Account:



 


		(a)	first, to the Cash Call Reserve
                                         Account, until the balance on the Cash Call Reserve Account equals the Cash Call Reserve
                                         Minimum Balance;



 


		(b)	second, to the Sunk Cost Reserve
                                         Account, until the balance on the Sunk Cost Reserve Account equals the Sunk Cost Reserve
                                         Minimum Balance; and



 


		(c)	third, to the Debt Service Reserve
                                         Account, until the balance on the Debt Service Reserve Account equals the DSRA Minimum
                                         Balance,



 




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and thereafter
may transfer any remaining balance to the Distribution Account provided that (i) the Borrower has provided the Facility Agent
with such evidence as is necessary to satisfy the Facility Agent that the Distribution Conditions have been satisfied (by reference
to the most recent Calculation Date, as applicable), and the Facility Agent (acting on behalf of the Majority Lenders) has confirmed
that the Distribution Conditions are satisfied, and (ii) the Facility Agent (acting on behalf of the Majority Lenders) has confirmed
that on the date of any such transfer, the balance on the Cash Call Reserve Account equals the Cash Call Reserve Minimum Balance,
the balance on the Sunk Cost Reserve Account equals the Sunk Cost Reserve Minimum Balance, and the balance on the Debt Service
Reserve Account equals the DSRA Minimum Balance.


 


Cash Call Reserve Account


 


		19.15	On and from the earlier of (i)
                                         31 March 2017 and (ii) the date which is three (3) Months following the Commencement
                                         of Commercial Production, the Borrower shall maintain a credit balance on the Cash Call
                                         Reserve Account of an amount at least equal to the Cash Call Reserve Minimum Balance
                                         by making transfers from the USD Proceeds Account (or the Cost Overrun Reserve Account
                                         if permitted pursuant to clause 19.14 (Cost Overrun Reserve Account)) to the Cash
                                         Call Reserve Account.



 


		19.16	The Borrower may only withdraw
                                         amounts from the Cash Call Reserve Account in order to transfer such amounts to the USD
                                         Proceeds Account with the prior consent of the Facility Agent to make payment of Cash
                                         Calls by the Operator and other Project Costs.



 


		19.17	If any amount is withdrawn from
                                         the Cash Call Reserve Account, the Borrower shall, as soon as possible but in any event
                                         by the next Quarter Date, ensure that there is a credit balance on the Cash Call Reserve
                                         Account of an amount at least equal to the Cash Call Reserve Minimum Balance.



 


Sunk Cost Reserve Account


 


		19.18	On and from the earlier of (i)
                                         the Projected Completion Date and (ii) the date which is six (6) Months following the
                                         Commencement of Commercial Production, the Borrower shall ensure that the Sunk Cost Reserve
                                         Account reflects a credit balance at least equal to the Sunk Cost Reserve Minimum Balance,
                                         which balance shall be accrued by making transfers from the USD Proceeds Account (or
                                         the Cost Overrun Reserve Account if permitted pursuant to clause 19.14 (Cost Overrun
                                         Reserve Account)) to the Sunk Cost Reserve Account, provided that the Facility may
                                         not be used to fund the Sunk Cost Reserve Account without the prior consent of the Facility
                                         Agent (acting on the instructions of the Majority Lenders).



 


		19.19	The Borrower may only withdraw
                                         amounts from the Sunk Cost Reserve Account in order to transfer such amounts to the USD
                                         Proceeds Account to:



 


		(a)	with the prior consent of the
                                         Facility Agent, make payments to De Beers of MPV Expenses which are due and payable in
                                         accordance with the Joint Venture Agreement; or



 


		(b)	on the instructions of the Facility
                                         Agent (acting on the instructions of the Majority Lenders), make early repayments, in
                                         full or in part, to De Beers of MPV Expenses prior to the date on which such MPV Expenses
                                         are due and payable in accordance with the Joint Venture Agreement.



 




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Reclamation Reserve Account


 


		19.20	Subject to clause 19.21 below,
                                         on and from Project Completion, the Borrower shall, within ten (10) Business Days of
                                         each Scheduled Calculation Date, transfer the Reclamation Reserve Transfer Amount (or
                                         such lesser amount to ensure that following the transfer of funds from the USD Proceeds
                                         Account to the Reclamation Reserve Account, the aggregate credit balances on the Proceeds
                                         Accounts and the Cash Call Reserve Account will be at least sufficient to meet Operating
                                         Costs (other than MPV Expenses) anticipated to fall due and payable within the ninety
                                         (90) day period following such transfer) from the USD Proceeds Account to the Reclamation
                                         Reserve Account.



 


		19.21	The Borrower shall only be required
                                         to make a transfer from the USD Proceeds Account to the Reclamation Reserve Account in
                                         accordance with clause 19.20 if and to the extent that the credit balance on the Reclamation
                                         Reserve Account on the relevant Scheduled Calculation Date is less than the Reclamation
                                         Reserve Minimum Balance.



 


		19.22	The Borrower may only withdraw
                                         amounts from the Reclamation Reserve Account in order to transfer such amounts to the
                                         USD Proceeds Account with the prior written consent of the Facility Agent (acting on
                                         the instructions of the Majority Lenders) to apply such amounts towards Reclamation Obligations
                                         in the manner agreed by the Facility Agent (acting on the instructions of the Majority
                                         Lenders).



 


		20	Guarantee



 


Guarantee and indemnity


 


		20.1	Each Guarantor has entered into
                                         this guarantee for valuable consideration from each Finance Party and acknowledges receipt
                                         of that consideration.



 


		20.2	Each Guarantor irrevocably and
                                         unconditionally jointly and severally:



 


		(a)	guarantees to each Finance Party
                                         punctual performance by the Borrower of the Borrower’s obligations under the Finance
                                         Documents, regardless of any intermediate payment or discharge in whole or in part;



 


		(b)	undertakes with each Finance
                                         Party that whenever the Borrower does not pay any amount when due under or in connection
                                         with any Finance Document, that Guarantor shall immediately on demand (even if no demand
                                         has been made on the Borrower) pay that amount as if it was the Borrower; and



 




    	 	100



     


    

 


		(c)	agrees with each Finance Party
                                         that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal,
                                         it will, as an independent and primary obligation, indemnify that Finance Party immediately
                                         on demand (even if no demand has been made on the Borrower) against any cost, loss or
                                         liability it incurs as a result of the Borrower or a Guarantor not paying any amount
                                         which would, but for such unenforceability, invalidity or illegality, have been payable
                                         by it under any Finance Document on the date when it would have been due. The amount
                                         payable by a Guarantor under this indemnity will not exceed the amount it would have
                                         had to pay under this clause 20 (Guarantee) if the amount claimed had been recoverable
                                         on the basis of a guarantee.



 


Duration of the guarantee


 


		20.3	Subject to clause 20.5 (Maximum
                                         Liability) in respect of the Parent only, this guarantee is a continuing guarantee
                                         throughout the Facility Period save that any Called-up Obligations will continue until
                                         they have been irrevocably and unconditionally paid or discharged in full, regardless
                                         of any intermediate payment or discharge in whole or in part.



 


		20.4	For the purpose of this clause
                                         20.3 (Duration of the guarantee), Called-up Obligations shall mean outstanding
                                         obligations of the Borrower or the Guarantors under or in connection with this guarantee
                                         which relate to, and which the Guarantors were called upon to perform, prior to the expiry
                                         of the Facility Period.



 


Maximum Liability


 


		20.5	Following Project Completion,
                                         the maximum aggregate amount receivable from the Parent under this Guarantee shall be
                                         limited in recourse to the Security Interest granted by the Parent under the Parent Share
                                         Pledge and the obligations of the Parent under this Guarantee are payable by it only
                                         out of the income, dividends, profits, interest and monies of any kind whatsoever payable
                                         pursuant to, or arising out of, such Security Interest and its proceeds, save that following
                                         Project Completion, any Called-Up Obligations will continue until they have been irrevocably
                                         and unconditionally paid or discharged in full, regardless of any intermediate payment
                                         or discharge in whole or in part.



 


Reinstatement


 


		20.6	Subject to clause 20.3 (Duration
                                         of the guarantee), if any discharge, release or arrangement (whether in respect of
                                         the obligations of the Borrower or any security for those obligations or otherwise) is
                                         made by a Finance Party in whole or in part on the basis of any payment, security or
                                         other disposition which is avoided or must be restored in insolvency, liquidation, administration
                                         or otherwise, without limitation, then the liability of each Guarantor under this clause
                                         20 (Guarantee) will continue or be reinstated as if the discharge release or arrangement
                                         had not occurred.



 




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Waiver of defences


 


		20.7	Subject to clause 20.3 (Duration
                                         of the guarantee), the obligations of each Guarantor under this clause 20 (Guarantee)
                                         will not be affected by an act, omission, matter or thing which, but for this clause,
                                         would reduce, release or prejudice any of its obligations under this clause 20 (Guarantee)
                                         (without limitation and whether or not known to it or any Finance Party) including:



 


		(a)	any time, waiver or consent granted
                                         to, or composition with, the Borrower or other person;



 


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



 


		(c)	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, the Borrower 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;



 


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



 


		(e)	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;



 


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



 


		(g)	any insolvency or similar proceedings.



 


Immediate recourse


 


		20.8	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 clause 20 (Guarantee). This
                                         waiver applies irrespective of any law or any provision of a Finance Document to the
                                         contrary.



 




    	 	102



     


    

 


Appropriations


 


		20.9	Subject to clause 20.3 (Duration
                                         of the guarantee), 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:



 


		(a)	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



 


		(b)	hold in an interest-bearing suspense
                                         account any moneys received from any Guarantor or on account of any Guarantor's liability
                                         under this clause 20 (Guarantee).



 


Deferral of Guarantors'
rights


 


		20.10	Subject to clause 20.3 (Duration
                                         of the guarantee), 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 Facility 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 or by reason of any amount being payable, or liability arising, under this
                                         clause 20 (Guarantee):



 


		(a)	to be indemnified by an Obligor;



 


		(b)	to claim any contribution from
                                         any other guarantor of any Obligor's obligations under the Finance Documents;



 


		(c)	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;



 


		(d)	to bring legal or other proceedings
                                         for an order requiring any Obligor to make any payment, or perform any obligation, in
                                         respect of which any Guarantor has given a guarantee, undertaking or indemnity under
                                         Clause 20.1 (Guarantee and indemnity);



 


		(e)	to exercise any right of set-off
                                         against any Obligor; and/or



 


		(f)	to claim or prove as a creditor
                                         of any Obligor in competition with any Finance Party.



 


		20.11	If a Guarantor receives any benefit,
                                         payment or distribution in relation to the rights described in clause 20.10 above it
                                         will promptly pay an equal amount to the Facility Agent for application in accordance
                                         with clause 33 (Payment mechanics). Subject to clause 20.3 (Duration of the
                                         guarantee) above, this only applies 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.



 




    	 	103



     


    

 


Additional security


 


		20.12	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.



 


		21	Representations



 


Representations


 


		21.1	Each Obligor represents and warrants
                                         the matters set out in this clause 21 (Representations) to each Finance Party
                                         on the date of this Agreement, provided that each Obligor other than the Borrower shall
                                         only represent and warrant such matters in relation to itself.



 


Status


 


		21.2	Each Obligor and, to the best
                                         of each of the Borrower’s and Ontario’s knowledge and belief having made
                                         due and careful enquiry, the Operator and De Beers as JV Participant, is duly incorporated
                                         and validly existing under the laws of its jurisdiction of incorporation.



 


		21.3	Each Obligor has the power to
                                         own its assets and carry on its business as it is currently being conducted.



 


		21.4	To the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, the Operator
                                         has the power to own the Joint Venture Property and carry on the business of an operator
                                         under the Joint Venture Agreement.



 


		21.5	The trust constituted by the Joint
                                         Venture Agreement under which the Operator owns the Project Assets is a valid trust under
                                         the laws of Canada.



 


		21.6	No Obligor is a FATCA FFI nor
                                         a US Tax Obligor.



 


Binding obligations


 


		21.7	Each Transaction Document constitutes
                                         legal, valid, binding and enforceable obligations of each Obligor and, to the best of
                                         each of the Borrower’s and Ontario’s knowledge and belief having made due
                                         and careful enquiry, the Operator and De Beers as JV Participant, which is a party to
                                         it, subject to any other general principles of law limiting such party's obligations,
                                         and in the case of the Project Documents only, except to the extent that any such Project
                                         Document has been discharged in accordance with its terms and provided that no rights,
                                         obligations or liabilities (contingent or otherwise) of any party to it remain outstanding.



 




    	 	104



     


    

 


Powers and Authority


 


		21.8	Each Obligor and, to the best
                                         of each of the Borrower’s and Ontario’s knowledge and belief having made
                                         due and careful enquiry, the Operator and De Beers as JV Participant, has power and authority
                                         to enter into, perform and deliver, and has taken all necessary action to authorise its
                                         entry into and performance and delivery of, the Transaction Documents to which it is
                                         or will be a party and the transactions contemplated by those documents.



 


Non-conflict


 


		21.9	The entry into, and performance
                                         by, each Obligor and, to the best of each of the Borrower’s and Ontario’s
                                         knowledge and belief having made due and careful enquiry, the Operator and De Beers as
                                         JV Participant, of, and the transactions contemplated by, the Transaction Documents to
                                         which it is a party do not and will not conflict with:



 


		(a)	any law or regulation applicable
                                         to each Obligor (or the Operator or De Beers as JV Participant, as applicable);



 


		(b)	the constitutional documents
                                         of each Obligor (or the Operator or De Beers as JV Participant, as applicable) and any
                                         Subsidiaries of any Obligor, to the extent applicable; or



 


		(c)	any agreement or instrument binding
                                         on an Obligor (or the Operator or De Beers as JV Participant, as applicable) or any Subsidiaries
                                         of any Obligor or any assets of any Obligor (or the Operator or De Beers as JV Participant,
                                         as applicable) or of any Subsidiaries of any Obligor.



 


Validity and admissibility
in evidence; Authorisations


 


		21.10	All:



 


		(a)	Project Authorisations and Environmental
                                         or Social Permits required by each Obligor and, to the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, the Operator,
                                         to enable it to lawfully enter into, exercise its rights and comply with its obligations
                                         under the Transaction Documents to which it is a party;



 


		(b)	Project Authorisations and Environmental
                                         or Social Permits required to lawfully develop, construct, operate and finance the Project
                                         in accordance with the Development Plan and Life of Mine Plan (having regard to the Project’s
                                         then current stage of construction or operation);



 


		(c)	Project Authorisations and Environmental
                                         or Social Permits required by each Obligor and, to the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, the Operator,
                                         to make the Transaction Documents to which it is a party admissible in evidence in the
                                         jurisdiction of its incorporation and in the relevant jurisdiction in respect of that
                                         Transaction Document; and



 




    	 	105



     


    

 


		(d)	Project Authorisations and Environmental
                                         or Social Permits required by each Obligor and, to the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, the Operator,
                                         to ensure that the Security Interests created under each of the Security Documents has
                                         the priority and ranking contemplated by the relevant Security Document,



 


have been obtained or effected
and are in full force and effect.


 


		21.11	No Obligor is aware, having made
                                         due and careful enquiry, of:



 


		(a)	any steps taken to cancel, revoke,
                                         challenge or annul any Project Authorisation or Environmental or Social Permit;



 


		(b)	any circumstances whereby a Project
                                         Authorisation or Environmental or Social Permit will not be obtained, effected or in
                                         full force and effect by the time it is required to implement the Project; or



 


		(c)	any circumstances which may lead
                                         to a condition or requirement being imposed on a Project Authorisation or Environmental
                                         or Social Permit that the Borrower or Ontario does not reasonably expect the Operator
                                         to be able to satisfy.



 


Governing law and enforcement


 


		21.12	Subject to any general principles
                                         of law limiting its obligations which are specifically referred to in any legal opinion
                                         delivered to the Facility Agent pursuant to clause 4.1 (Initial conditions precedent),
                                         the choice of English or Ontario law (as the case may be), as the governing law of the
                                         Transaction Documents will be recognised and enforced in each Obligor's Relevant Jurisdiction.



 


		21.13	Subject to any general principles
                                         of law limiting its obligations which are specifically referred to in any legal opinion
                                         delivered to the Facility Agent pursuant to clause 4.1 (Initial conditions precedent),
                                         any judgment obtained in England, the province of Ontario, Canada or elsewhere in Canada
                                         in relation to a Transaction Document will be recognised and enforced in each Obligor's
                                         Relevant Jurisdiction.



 


Deduction of Tax


 


		21.14	No Obligor is required under
                                         any applicable law or regulation to make any deduction for or on account of Tax from
                                         any payment the Obligor may make under any Finance Document.



 




    	 	106



     


    

 


No filing or stamp taxes


 


		21.15	Other than any filings to be
                                         made and/or registration fees to be paid in relation to the execution of relevant Finance
                                         Documents, which shall be made or paid promptly after the date of the relevant Finance
                                         Document, it is not necessary or advisable that this Agreement or any other Transaction
                                         Document be filed, recorded or enrolled with any court, public office or other authority
                                         in any jurisdiction or that any stamp, documentary, registration, notarial or similar
                                         Taxes or fees be paid on or in relation to this Agreement or any other Transaction Document
                                         or the transactions contemplated by the Transaction Documents.



 


No Security Interest
or Indebtedness


 


		21.16	Save for Permitted Security Interests,
                                         no Security Interest or Quasi-Security Interest exists over all or any of the present
                                         or future revenues or assets of any Obligor.



 


		21.17	Save for Permitted Indebtedness,
                                         no Obligor has incurred any Financial Indebtedness.



 


		21.18	The Operator has not granted
                                         any Security Interests (as defined in the Joint Venture Agreement) over any Joint Venture
                                         Property in relation to any third party debt financing of the Project (provided that
                                         where this representation is made in accordance with clause 21.87 (Repeating)
                                         as a Repeating Representation, it is made by each of the Borrower and the Obligor to
                                         the best of its knowledge and belief having made due and careful enquiry).



 


No Default


 


		21.19	Other than as disclosed under
                                         clauses 22.18 and 22.19 (Notification of Default):



 


		(a)	no Event of Default and (in relation
                                         to any such representation given on the date of this Agreement and the date of Financial
                                         Close only) no Default, has occurred and is continuing or is reasonably likely to result
                                         from the making of any Utilisation or the entry into, the performance of, or any transaction
                                         contemplated by, any Transaction Document;



 


		(b)	no other event or circumstance
                                         is outstanding under any other agreement or instrument which is binding on an Obligor
                                         or any of its Subsidiaries or to which an Obligor's (or any of its Subsidiaries') assets
                                         are subject which constitutes an event of default (however described) thereunder which
                                         might have a Material Adverse Effect; and



 


		(c)	no other event or circumstance
                                         is outstanding under any other agreement or instrument which is binding on an Obligor
                                         or any of its Subsidiaries or to which an Obligor's (or any of its Subsidiaries') assets
                                         are subject which, with the expiry of the relevant grace period, the giving of notice,
                                         the making of any determination, the fulfilment of any other condition or any combination
                                         of the foregoing would constitute an event of default (however described) thereunder
                                         which might have a Material Adverse Effect.



 




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		21.20	No JV Event of Default has occurred
                                         and no event or circumstance is outstanding or has occurred which would, on the expiry
                                         of any relevant grace period, constitute a JV Event of Default.



 


No proceedings pending
or threatened


 


		21.21	No litigation, arbitration or
                                         administrative proceedings of or before any court, arbitral body, agency or governmental
                                         body which, if adversely determined, might reasonably be expected to have a Material
                                         Adverse Effect have been started against any Obligor or, to the best of the Obligors'
                                         knowledge and belief having made due and careful enquiry, been threatened against any
                                         Obligor or the Operator in relation to the Project.



 


Information


 


		21.22	Any Information provided to the
                                         Finance Parties in connection with this Agreement and the Project is true, complete and
                                         accurate in all material respects at the time it was given or made.



 


		21.23	There are no facts or circumstances
                                         or any other information which could make the Information provided to the Finance Parties
                                         incomplete, untrue, inaccurate or misleading (as at the time it was given, in relation
                                         to any repetition of such representation and warranty made or deemed to be made after
                                         the date of Financial Close) in any material respect.



 


		21.24	The Information provided to the
                                         Finance Parties does not (as at the time it was given, in relation to any repetition
                                         of such representation and warranty made or deemed to be made after the date of Financial
                                         Close) omit anything which could make the Information incomplete, untrue, inaccurate
                                         or misleading in any material respect.



 


		21.25	All opinions, projections, forecasts
                                         or expressions of intention contained in the Information and the assumptions on which
                                         they are based (save to the extent provided by the Finance Parties or their Consultants)
                                         have been arrived at after due and careful enquiry and consideration and are reasonable
                                         as at the date they were given or made.



 


		21.26	For the purposes of clauses 21.22
                                         to 21.25 (Information) above, Information means any information provided
                                         by an Obligor or the Operator or any of their Affiliates to the Finance Parties in connection
                                         with the Project or its financing (including, but not limited to, the Development Plan,
                                         the Financial Model and each Borrower Compliance Certificate).



 


Disclosure of project
terms


 


		21.27	No:
                                         



 


		(a)	Obligor has entered into any
                                         arrangement or agreement with De Beers other than (i) the Joint Venture Agreement, (ii)
                                         the Intent Letter, (iii) the Confirmation of Assignment Agreement, and (iv) the Letter
                                         of Credit Agreements disclosed to the Facility Agent prior to the date of this Agreement
                                         or entered into after the date of this Agreement with prior approval of the Facility
                                         Agent (acting on the instructions of the Majority Lenders);



 




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		(b)	Obligor has entered into any
                                         arrangement or agreement (other than the Joint Venture Agreement) with any third party
                                         under which it is or may become liable for an amount which is not incorporated in the
                                         Financial Model; and



 


		(c)	JV Management Committee decision
                                         which might be material to a lender to the Project has been made which has not been disclosed
                                         in writing to the Lenders.



 


		21.28	Each Project Document:



 


		(a)	to which an Obligor is a party,
                                         is in full force and effect; and



 


		(b)	to which the Operator (but no
                                         Obligor) is a party is, to the best of each of the Borrower’s and Ontario’s
                                         knowledge and belief having made due and careful enquiry, in full force and effect,



 


except to
the extent that such Project Document has been discharged in accordance with its terms and provided that no rights, obligations
or liabilities (contingent or otherwise) of any party to it remain outstanding.


 


		21.29	The originals, copies or certified
                                         copies (as applicable) of the Transaction Documents, the Project Authorisations and Environmental
                                         or Social Permits provided by the Borrower, Ontario or the Operator to the Facility Agent
                                         pursuant to clause 4.1 (Initial conditions precedent) are true, complete and up
                                         to date and include all ancillary agreements and arrangements.



 


		21.30	No Obligor is party to any contract
                                         or arrangement (other than the Transaction Documents) which, if disclosed, would have
                                         been reasonably likely to have had an adverse effect on the decision of a prudent lender
                                         to enter into the Finance Documents.



 


		21.31	No Obligor has entered into any
                                         agreement to share its income or profits with a third party, other than under the Joint
                                         Venture Agreement and in respect of the Impact and Benefit Agreements entered into by
                                         the Operator on behalf of the Joint Venture and in respect of any Royalties which are
                                         set out in the Financial Model.



 


		21.32	Other than any disputes notified
                                         to the Facility Agent in accordance with this Agreement:



 


		(a)	there is no dispute in connection
                                         with any Project Document to which an Obligor is a party; and



 


		(b)	to the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, there is
                                         no dispute in connection with any Project Document to which the Operator (but not an
                                         Obligor) is a party.



 




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Environmental and Social
Matters


 


		21.33	Ontario has (or has procured
                                         that the Operator has) conducted an Environmental and Social Assessment which addresses
                                         the relevant environmental and social risks and impacts of the Project. Copies of all
                                         of the Assessment Documentation have been provided to the Facility Agent and this documentation
                                         proposes measures to minimise, mitigate and offset adverse impacts in a manner relevant
                                         and appropriate to the nature and scale of the Project.



 


		21.34	The Environmental and Social
                                         Assessment has addressed and evaluated the potential risks related to, and compliance
                                         by the Operator and to the extent applicable, by the Borrower and Ontario with, all Environmental
                                         and Social Standards.



 


		21.35	Ontario has (or has procured
                                         that the Operator has) made a summary of the ESIA accessible and available online.



 


		21.36	All assets (including underlying
                                         groundwater) owned, operated, leased, licensed or utilised by any Obligor or, to the
                                         best of each of the Borrower’s and Ontario’s knowledge and belief having
                                         made due and careful enquiry, the Operator (including any and all Project Assets) have
                                         been, and continue to be, owned, operated, leased, licensed or utilised by that Obligor
                                         or the Operator or any other relevant person, in compliance with the ESMP and in compliance
                                         with all Environmental and Social Standards and Environmental and Social Permits.



 


		21.37	Other than as previously disclosed
                                         in writing to the Facility Agent (as to which, the Borrower represents and warrants the
                                         same has no reasonable prospect of success), there have been no past, and (to the best
                                         of the Obligors’ knowledge and belief having made due and careful enquiry) there
                                         are no outstanding, pending or threatened Environmental or Social Claims against any
                                         Group Member, or against or in connection with the Project or any assets of any Obligor
                                         (or the Operator in relation to any of the Project Assets), and no facts or circumstances
                                         exist which are likely to give rise to any such Environmental or Social Claim.



 


		21.38	Without prejudice to clauses
                                         21.33 and 21.37 above, each Group Member and, to the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, the Operator
                                         has performed and observed all applicable Environmental and Social Standards.



 


		21.39	There has not been any leakage,
                                         spillage, release or emission of Environmental Contaminants at or from any of any Obligor's
                                         facilities or the Project Assets which either:



 


		(a)	contravenes any applicable Environmental
                                         Law, Social Law or any Environmental or Social Permit and which has not been rectified
                                         or remedied in accordance with Environmental and Social Standards; or



 


		(b)	has a Material Adverse Effect.



 




    	 	110



     


    

 


Ownership and use of
assets


 


		21.40	Ontario is a party to the Joint
                                         Venture Agreement and has legal and beneficial ownership of its Participating Interests
                                         in the Joint Venture, which Participating Interest is forty nine per cent. (49%) on the
                                         date of this Agreement.



 


		21.41	Each Obligor and, to the best
                                         of each of the Borrower’s and Ontario’s knowledge and belief having made
                                         due and careful enquiry, the Operator, as applicable, has acquired or has acquired the
                                         use of (or will acquire or acquire the use of by the date they are required in relation
                                         to the Project) all Project Assets and all Mining Rights, and has obtained (or will obtain
                                         by the date they are required in relation to the Project) such other surface and other
                                         rights as are necessary for access rights, water rights, plant sites, tailings disposal,
                                         waste dumps, ore dumps, abandoned heaps and ancillary facilities which are or will be
                                         required in connection with the development of the Project substantially in accordance
                                         with the Development Plan and the Life of Mine Plan.



 


		21.42	All such Project Assets, Mining
                                         Rights and other rights are (or once acquired in accordance with clause 21.40 (Ownership
                                         and use of assets) above will be) sufficient in scope and substance for the development
                                         of the Project as contemplated by the Development Plan and the Life of Mine Plan and
                                         no part of the purchase price payable in connection with the acquisition of such Mining
                                         Rights and other rights remains unpaid.



 


		21.43	Each Obligor has good, valid
                                         and marketable title to all of the assets it owns or purports to own and necessary to
                                         carry on its business as presently conducted (including, in the case of Ontario, its
                                         Participating Interests in the Joint Venture), free and clear of all Security Interests
                                         (including infringement claims with respect to patents, trademarks, copyrights and similar
                                         intellectual property rights) except Permitted Security Interests.



 


		21.44	To the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, the Operator
                                         has good, valid and marketable title to all of the Joint Venture Property it owns or
                                         purports to own and any other assets necessary to carry on its business as presently
                                         conducted, free and clear of all Security Interests (including infringement claims with
                                         respect to patents, trademarks, copyrights and similar intellectual property rights)
                                         except Permitted Security Interests.



 


		21.45	Neither the Borrower nor Ontario
                                         owns any assets or properties other than those used in connection with the Project and
                                         those incidental to the operation of the Project (and, in the case of the Borrower, the
                                         shares in Ontario).



 


		21.46	Each of the Borrower, Ontario
                                         and, to the best of each of the Borrower’s and Ontario’s knowledge and belief
                                         having made due and careful enquiry, the Operator has complied in all material respects
                                         with all contractual obligations relating to any Project Asset leased, operated, licensed
                                         or used by it and all instruments pursuant to which it is entitled to lease, operate,
                                         license or use any such Project Assets are in full force and effect.



 




    	 	111



     


    

 


		21.47	Each Obligor and, to the best
                                         of each of the Borrower’s and Ontario’s knowledge and belief having made
                                         due and careful enquiry, the Operator has or will have at the time they are required
                                         for the Project, good, valid and marketable title to, or valid leases or licenses of,
                                         and all appropriate Project Authorisations to use, the assets necessary to carry on its
                                         business as presently conducted.



 


No other business


 


		21.48	Except as expressly contemplated
                                         by the Transaction Documents, neither the Borrower nor Ontario has undertaken any trading
                                         activity or business since the date of its incorporation, other than in connection with
                                         the implementation and conduct of the Project.



 


Ownership and Group structure


 


		21.49	The Borrower has no Subsidiaries
                                         other than Ontario.



 


		21.50	Ontario has no Subsidiaries.



 


		21.51	The shares of the Borrower are
                                         wholly owned by the Parent.



 


		21.52	The shares of Ontario are wholly
                                         owned by the Borrower.



 


		21.53	The shares of the Borrower and
                                         Ontario are fully paid.



 


		21.54	No person has any right to call
                                         for the issue or transfer of any share capital or loan stock in the Borrower or Ontario
                                         other than in accordance with the Finance Documents.



 


		21.55	The Group Structure Chart is
                                         complete and accurate in all respects and shows each Group Member, including current
                                         name, company registration number, details of all shareholders (except in relation to
                                         the Parent) and the jurisdiction of incorporation.



 


Pari passu ranking


 


		21.56	Each Obligor's payment obligations
                                         under the Finance Documents rank at least pari passu with all its other present
                                         and future unsecured and unsubordinated payment obligations, except for obligations mandatorily
                                         preferred by law applying to companies generally.



 


Security


 


		21.57	Subject to any general principles
                                         of law specifically disclosed in any legal opinion delivered under clause 4.1 (Initial
                                         conditions precedent) and as contemplated in the De Beers Subordination Agreement,
                                         the security created by the Security Documents constitutes legal, valid and enforceable
                                         security and ranks as a first priority security interest over the assets described in
                                         the relevant Security Document and those assets are not subject to any prior or pari
                                         passu security (other than Permitted Security Interests).



 




    	 	112



     


    

 


		21.58	Subject to any filings, registration
                                         or notice requirements which are to be carried out in accordance with clause 4.1 (Initial
                                         conditions precedent) and Part 1 of Schedule 3 (Conditions Precedent),
                                         all actions required to perfect the security created by the Security Documents have been
                                         duly performed and the security created by the Security Documents constitutes perfected
                                         security on all the assets described in the Security Documents.



 


		21.59	The security created by the Security
                                         Documents complies in all respects with the applicable requirements of the Joint Venture
                                         Agreement.



 


Taxes


 


		21.60	Each Obligor and, to the best
                                         of each of the Borrower’s and Ontario’s knowledge and belief having made
                                         due and careful enquiry, the Operator has:



 


		(a)	filed all tax returns, reports
                                         and supporting information required to be filed by it (in the case of the Operator, in
                                         relation to the Project); and



 


		(b)	paid or discharged all Taxes
                                         and governmental charges due and payable by the relevant Obligor (or the Operator in
                                         relation to the Project) on or before the due date except those which are being contested
                                         in good faith by appropriate proceedings and for which adequate reserves have been provided
                                         in accordance with IAS and, to the extent that any Taxes are not due and payable, the
                                         Obligor (or the Operator in relation to the Project) has provided adequate reserves for
                                         the payment of those Taxes in accordance with IAS.



 


Development Plan, Integrated
Environmental and Social Management Plan, Technical Report, Diamond Consultant Report and Environmental Report


 


		21.61	The Development Plan contains
                                         summary descriptions of the Project Assets and the development and operation of the Project
                                         as proposed to be conducted during the Project Period.



 


		21.62	The ESMP contains summary descriptions
                                         of the environmental aspects of the Project Assets and the development and operation
                                         of the Project as now conducted and as proposed to be conducted throughout the Project
                                         Period.



 


		21.63	The factual information provided
                                         by, or on behalf of, the Obligors and the Operator to the Independent Technical Consultant,
                                         the Independent Diamond Consultant and the Independent Environmental Consultant in connection
                                         with the preparation of the Technical Report, the Diamond Consultant Report and the Environmental
                                         Report (as applicable) is true and accurate in all material respects and does not omit
                                         to state any information or fact the omission of which might render such provided information
                                         misleading in any respect.



 




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Insurance


 


		21.64	The insurance contracts required
                                         to be obtained by it in accordance with Schedule 9 (Insurances) have been
                                         obtained and maintained and those Insurances have not been amended, modified or cancelled
                                         (except in a manner consistent with the Finance Documents) and are in full force and
                                         effect.



 


		21.65	To the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, the insurance
                                         contracts required to be obtained by the Operator, the Diamond Broker or the Diamond
                                         Transporter in accordance with Schedule 9 (Insurances) and clauses 26.31
                                         and 26.32 (Insurances) have been obtained and maintained by the Operator, the
                                         Diamond Broker or the Diamond Transporter, as applicable, and those Insurances have not
                                         been amended, modified or cancelled (except in a manner consistent with the Finance Documents)
                                         and are in full force and effect.



 


		21.66	No Obligor or, to the best of
                                         each of the Borrower’s and Ontario’s knowledge and belief having made due
                                         and careful enquiry, the Operator, the Diamond Broker or the Diamond Transporter, has
                                         done, or omitted to do anything, and no event or circumstance has occurred, which has
                                         made, or could make, any Insurances void, voidable or subject to any restriction or limitation.



 


		21.67	No Obligor has received any notification
                                         from its Insurers (or from the Operator, the Diamond Broker or the Diamond Transporter)
                                         that the relevant Insurer’s liability under the Insurances has been reduced or
                                         avoided, and no Insurer has had its rating reduced below A- by Standard & Poor’s,
                                         a division of The McGraw-Hill Companies, Inc. (“S&P”) or A3 by Moody’s
                                         Investors Services Inc. (“Moody’s”) (or, if at any time neither S&P
                                         nor Moody’s shall be rating such obligations, an equivalent rating from another
                                         nationally recognised rating service).



 


Corrupt gifts


 


		21.68	Neither any Obligor nor, to the
                                         best of each of the Borrower’s and Ontario’s knowledge and belief, having
                                         made due and careful enquiry, the Operator has offered, given or agreed to give to any
                                         person employed by or on behalf of any Competent Authority, any improper, dishonest or
                                         unlawful gift, commission or consideration.



 


		21.69	No agent, contractor, sub-contractor
                                         or employee of any Obligor or, to the best of each of the Borrower’s and Ontario’s
                                         knowledge and belief, having made due and careful enquiry, of the Operator has, in connection
                                         with the Project, offered, given or agreed to give any person employed by or on behalf
                                         of any Competent Authority any improper, dishonest or unlawful gift, commission or consideration.



 


		21.70	No improper, dishonest or unlawful
                                         commission has been paid or agreed to be paid by any Obligor or, to the best of each
                                         of the Borrower’s and Ontario’s knowledge and belief, having made due and
                                         careful enquiry, by the Operator or by any of their respective employees, agents, contractors
                                         or sub-contractors in connection with any Project Document.



 




    	 	114



     


    

 


No Insolvency


 


		21.71	No corporate action, legal proceedings
                                         or other procedures or steps have been taken or are threatened against any Obligor or,
                                         as far as each of the Borrower and Ontario is aware having made due and careful enquiries,
                                         the Operator for its bankruptcy, winding-up, dissolution, administration or re-organisation
                                         or for the appointment of a receiver, administrator, administrative receiver, trustee,
                                         bankruptcy trustee or similar officer of it or of any or all of its (or, in the case
                                         of Ontario, the Operator’s) assets or revenues.



 


Project Documents


 


		21.72	Neither any Obligor nor, to the
                                         best of each of the Borrower’s and Ontario’s knowledge and belief having
                                         made due and careful enquiry, the Operator is in breach of any of its material obligations
                                         under Project Documents to which it is a party.



 


		21.73	No party to any Project Document
                                         (other than an Obligor or the Operator) is (so far as the Obligors are aware having made
                                         reasonable enquiries) in breach of the material terms of any Project Document to which
                                         it is a party.



 


No immunity


 


		21.74	Each Obligor, the Operator and
                                         De Beers as JV Participant is subject to civil and commercial law with respect to its
                                         obligations under each of the Transaction Documents to which it is a party.



 


		21.75	The entry into and performance
                                         of the Transaction Documents to which it is a party by each Obligor, the Operator and
                                         De Beers as JV Participant constitute private and commercial acts (rather than governmental
                                         or public acts).



 


		21.76	No Obligor nor any of its assets
                                         will be entitled to claim any right of immunity from set-off, suit, execution, attachment
                                         or other legal process in respect of its obligations under the Finance Documents.



 


Project Accounts


 


		21.77	Neither the Borrower nor Ontario
                                         holds any bank accounts other than:



 


		(a)	the Project Accounts; and



 


		(b)	such other accounts held with
                                         the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders).



 


Financial statements


 


		21.78	The Initial Financial Statements:



 


		(a)	were prepared in accordance with
                                         IAS;





    	 	115



     


    

 


		(b)	in the case of the audited financial
                                         statements, were audited by the relevant Obligor's or Operator’s auditors; and



 


		(c)	fairly represent each Obligor's
                                         financial condition as at the date on which they were drawn up and the results of their
                                         operations (consolidated in the case of the Parent) for the period ending on that date
                                         in conformity with the relevant legislation and IAS, applied on a consistent basis.



 


		21.79	There has been no material adverse
                                         change in any Obligor's business or financial condition (or the business or consolidated
                                         financial condition of the Group in the case of the Parent) since the date on which the
                                         Initial Financial Statements were drawn up.



 


Compliance with laws


 


		21.80	The Obligors and, to the best
                                         of each of the Borrower’s and Ontario’s knowledge and belief having made
                                         due and careful enquiry, the Operator are in compliance in all material respects with
                                         all laws and regulations to which they are subject and to which the Project is bound.



 


Anti-Terrorism Laws


 


		21.81	Neither any Obligor nor, to the
                                         best of each of the Borrower’s and Ontario’s knowledge and belief, having
                                         made due and careful enquiry, the Operator:



 


		(a)	are named on the list of Specially
                                         Designated Nationals and Blocked Persons maintained by OFAC or any list of persons issued
                                         by OFAC pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions
                                         with Persons Who Commit, Threaten to Commit, or Support Terrorism, as in effect from
                                         time to time, or any similar list issued by OFAC (collectively, the OFAC Lists)
                                         or on any other relevant list of blocked persons in connection with terrorism;



 


		(b)	are persons determined by the
                                         Secretary of the Treasury of the United States to be owned by, controlled by, acting
                                         for or on behalf of, providing assistance, support, sponsorship, or services of any kind
                                         to, or otherwise associated with any of the persons referred to or described in the OFAC
                                         Lists or on any other relevant list of blocked persons in connection with terrorism;



 


		(c)	are subject to any Sanctions
                                         imposed pursuant to any regulation relating to terrorism; or



 


		(d)	have conducted business with
                                         or engaged in any transaction with any person identified in clauses 21.81(a), 21.81(b)
                                         or 21.81(c) above.



 


Sanctions


 


		21.82	Neither any Obligor nor, to the
                                         best of each of the Borrower’s and Ontario’s knowledge and belief, having
                                         made due and careful enquiry, no other Major Project Party:



 




    	 	116



     


    

 


		(a)	is using or will use the proceeds
                                         of the Facility for the purpose of financing or making funds available directly or indirectly
                                         to any person or entity which is a Sanctioned Entity, to the extent such financing or
                                         provision of funds would currently be prohibited by Sanctions or would otherwise cause
                                         any person to be in breach of Sanctions;



 


		(b)	is contributing or will contribute
                                         or otherwise make available the proceeds of the Facility to any other person or entity
                                         for the purpose of financing the activities of any person or entity which is a Sanctioned
                                         Entity, to the extent such contribution or provision of proceeds would currently be prohibited
                                         by Sanctions or would otherwise cause any person to be in breach of Sanctions; or



 


		(c)	has been or is targeted under
                                         any Sanctions or has violated or is violating any applicable Sanctions.



 


Illicit Origin


 


		21.83	No funds invested in the shares
                                         in either of Ontario or the Borrower or to the best of each of the Borrower’s and
                                         Ontario’s knowledge and belief, having made due and careful enquiry in the shares
                                         in the Parent or the Operator by way of shareholder contributions or otherwise are of
                                         Illicit Origin.



 


Intellectual Property


 


		21.84	To the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief, having made due and careful enquiry, the Operator
                                         owns and possesses or has acquired the right to use (or will on or prior to the date
                                         on which such rights are necessary for the development and operation of the Project in
                                         accordance with the Development Plan, own and possess or have acquired the right to use)
                                         all such patents, patent rights, trademarks, trademark rights, trade names, trade name
                                         rights, service marks, service mark rights and copyrights necessary, in accordance with
                                         the nature of the industry in which the Joint Venture operates, for the development and
                                         operation of the Project in accordance with the Development Plan.



 


Margin Regulations; Investment
Company Act


 


		21.85	No Obligor is engaged or will
                                         be engaged, principally or as one of its important activities, in the business of purchasing
                                         or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors
                                         of the Federal Reserve System of the United States), or extending credit for the purpose
                                         of purchasing or carrying margin stock. None of the proceeds of the Facility shall
                                         be used directly or indirectly for the purpose of purchasing or carrying any margin stock,
                                         for the purpose of reducing or retiring any Indebtedness that was originally incurred
                                         to purchase or carry any margin stock or for any other purpose that might cause any of
                                         the Facility to be considered a "purpose credit" within the meaning of Regulations
                                         T, U, or X issued by the Board of Governors of the Federal Reserve System of the United
                                         States.



 




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		21.86	None of the Obligor Group is
                                         or is required to be registered as an "investment company" under the United
                                         States Investment Company Act of 1940.



 


Repetition


 


		21.87	The Repeating Representations
                                         are deemed to be made by each Obligor by reference to the facts and circumstances then
                                         existing on the date of each Utilisation Request, each Utilisation Date, each Scheduled
                                         Calculation Date, each Interest Payment Date, each Hedging Transaction Date, the date
                                         of Project Completion, and upon issue of each Borrower Compliance Certificate pursuant
                                         to clauses 22.22 to 22.23 (Compliance Certificates) provided, however, that:



 


		(a)	the Parent will be deemed (except
                                         in the case of clauses 21.2 to 21.3 (Status), 21.7 (Binding Obligations)
                                         to 21.9 (Non-conflict), 21.51 to 21.52 (Ownership and Group structure),
                                         21.53 to 21.54 (Ownership and Group structure), 21.56 (Pari passu ranking)
                                         to 21.59 (Security), 21.68 to 21.70 (Corrupt gifts), 21.80 (Compliance
                                         with laws) to 21.83 (Illicit origin) and without prejudice to any outstanding
                                         liability of the Parent as a result of any breach of any such representation or warranty
                                         made by the Parent on or prior to Project Completion) not to have made any new representations
                                         or warranties pursuant to the terms of this clause 21.87 (Repetition) at any time
                                         following Project Completion; and



 


		(b)	in respect of each Repeating
                                         Representation made in respect of the Operator and/or De Beers as JV Participant, neither
                                         the Borrower nor Ontario shall be obliged (except in the case of clauses 21.2 and 21.3
                                         (Status), 21.7 (Binding obligations), 21.8 (Powers and Authority),
                                         21.9 (Non-conflict) and 21.74
                                         to 21.76 (No immunity)) to make due and careful enquiry unless any of the
                                         Borrower or Ontario believes, or has reason to believe, that facts or circumstances may
                                         have arisen which may result in such Repeating Representation not being true and accurate
                                         on the date on which it will be made.



 


		21.88	Any representation with respect
                                         to a future matter made prior to Project Completion by the Parent, shall cease to have
                                         any force or effect on and from Project Completion, save that any existing liability
                                         for any breach of any such representation made by the Parent on or prior to Project Completion
                                         under clause 21.87 above shall continue until settled.



 


		22	Information undertakings



 


		22.1	The undertakings in this clause
                                         22 (Information undertakings) remain in force throughout the Facility Period,
                                         provided that (without prejudice to any liability arising as a result of any breach on
                                         or prior to Project Completion of any undertaking of the Parent contained in this clause
                                         22 (Information undertakings)) the Parent will not be under any further obligation
                                         under this clause 22 (Information undertakings) at any time following Project
                                         Completion.



 




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Construction Report


 


		22.2	The Borrower shall prepare and
                                         deliver to the Facility Agent, the Technical Agent and the Independent Technical Consultant
                                         a Construction Report on a monthly basis up to and including Project Completion. Each
                                         Construction Report shall be delivered by the Borrower as soon as practicable and, in
                                         any event, by no later than the last day of the Month following the Month to which the
                                         Construction Report relates (or such longer period as the Facility Agent may permit in
                                         order to enable the Borrower to obtain the required information from the Operator), and
                                         shall, where applicable, be based on information received by Ontario from the Operator.



 


		22.3	The Borrower and Ontario shall
                                         ensure that each Construction Report contains or encloses the following details:



 


		(a)	copies of all reports or correspondence
                                         provided by the Operator to the JV Participants, including, on and from the Commencement
                                         of Commercial Production, copies of the semi-annual estimates of the JV Management Committee
                                         in respect of the probable quantity of Project Production which can be produced per Month
                                         in the next semi-annual period;



 


		(b)	actual expenditure for the relevant
                                         Month and a comparison of that expenditure against the corresponding figures in the Construction
                                         Budget, including details of any use of the Contingency Balance during that Month;



 


		(c)	total actual expenditure since
                                         the date of this Agreement and a comparison of that expenditure against the corresponding
                                         figures in the Construction Budget and explanations as to material deviations, including
                                         details of any use of the Contingency Balance during that period;



 


		(d)	actual progress on construction
                                         for the relevant Month and a comparison of that progress against the anticipated program;



 


		(e)	total actual progress on construction
                                         since the date of this Agreement and a comparison of that progress against the anticipated
                                         program and explanations as to material deviations;



 


		(f)	details of any actual or forecast
                                         Cost Overrun;



 


		(g)	for the following twelve (12)
                                         Months, forecast expenditure for each of those Months together with a comparison of that
                                         forecast expenditure against the corresponding figures in the Construction Budget and
                                         explanations as to material deviations;



 


		(h)	the Borrower's opinion as to
                                         whether Project Completion is likely to be achieved by the Projected Completion Date
                                         and, if the Borrower thinks that date is not achievable, the Borrower's best estimate
                                         of when Project Completion will be achieved (together with reasons for that estimate);



 




    	 	119



     


    

 


		(i)	details of the extent of compliance
                                         with the ESMP and Environmental or Social Permits during the relevant Month together
                                         with (i) a description of any instances of material non-compliance with the ESMP or Environmental
                                         or Social Permits and details of the remedial action to be taken and (ii) a representation
                                         that each Obligor has and, to the best of each of the Borrower’s and Ontario’s
                                         knowledge and belief having made due and careful enquiry, the Operator has, complied
                                         with all Environmental and Social Standards and Environmental or Social Permits;



 


		(j)	details on environmental, social
                                         and health and safety operating status and events (including, but not limited to, confirmation
                                         of compliance with (i) applicable Environmental and Social Standards; (ii) each Environmental
                                         or Social Permit; and (iii) the Integrated Environmental and Social Management Plan,
                                         or details of any non-compliance and confirmation of compliance with the applicable Corrective
                                         Action Plan);



 


		(k)	any material change, damage to
                                         or destruction of any material Project Asset;



 


		(l)	any material delay to the works
                                         or any extensions of time granted by the Operator to any party carrying out construction
                                         related activities under any Project Document;



 


		(m)	copies of any material certificates
                                         and reports provided to the Operator or any Obligor under the Project Documents;



 


		(n)	details of any Delay Liquidated
                                         Damages which have been paid to or received by the Operator or any Obligor under the
                                         Project Documents;



 


		(o)	an updated risk assessment from
                                         the Operator in relation to the Project;



 


		(p)	details of any material routine
                                         maintenance scheduled to be performed at the Project in the next three (3) Months, including
                                         details of the equipment affected and the impact such maintenance is likely to have on
                                         the equipment and mill availability;



 


		(q)	details on the construction and
                                         use of the winter road and a comparison against the plan for such construction and use,
                                         including in relation to ice road thickness and load bearing capacity, any deviation
                                         from plan, and remedial plans, if applicable;



 


		(r)	any other or additional information
                                         that the Facility Agent might reasonably request the Borrower or Ontario to provide in
                                         relation to the construction of the Project.



 




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Operating Report


 


		22.4	The Borrower shall prepare and
                                         deliver to the Facility Agent and the Independent Technical Consultant an Operating Report
                                         for each Quarter from Project Completion until the end of the Facility Period. Each Operating
                                         Report shall be delivered by the Borrower as soon as practicable and, in any event, within
                                         fifteen (15) Business Days of the end of each relevant Quarter (or such longer period
                                         as the Facility Agent may permit in order to enable Ontario to obtain the required information
                                         from the Operator), and shall, where applicable, be based on information received by
                                         Ontario from the Operator.



 


		22.5	The Borrower and Ontario will
                                         ensure that each Operating Report contains or encloses the following details:



 


		(a)	copies of all reports or correspondence
                                         provided by the Operator to the JV Participants, including copies of the semi-annual
                                         estimates of the JV Management Committee in respect of the probable quantity of Project
                                         Production which can be produced per Month in the next semi-annual period;



 


		(b)	the actual performance and production
                                         of the Project during the Quarter ending on that Quarter Date and a comparison of that
                                         performance and production against the corresponding figure in the Operating Budget;



 


		(c)	the total actual performance
                                         and production of the Project since Project Completion and a comparison of that performance
                                         and production against the corresponding figure in the Operating Budget and explanations
                                         as to material deviations;



 


		(d)	actual expenditure for each Month
                                         during the relevant Quarter and a comparison of that expenditure against the corresponding
                                         figures in the Operating Budget and explanations as to material deviations;



 


		(e)	total actual expenditure since
                                         Project Completion and a comparison of that expenditure against the corresponding figures
                                         in the Operating Budget and explanations as to material deviations;



 


		(f)	forecast expenditure for each
                                         Month during the next following eight (8) Quarters together with a comparison of that
                                         forecast expenditure against the corresponding figures in the Operating Budget;



 


		(g)	details of the extent of compliance
                                         with the ESMP during the relevant Quarter together with (i) a description of any instances
                                         of material non-compliance with the ESMP and details of the remedial action to be taken
                                         and (ii) a representation that each Obligor and, to the best of each of the Borrower’s
                                         and Ontario’s knowledge and belief having made due and careful enquiry, the Operator,
                                         has complied with all Environmental and Social Standards and Environmental or Social
                                         Permits;



 




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		(h)	details on environmental, social
                                         and health and safety operating status and events (including, but not limited to, confirmation
                                         of compliance with (i) applicable Environmental and Social Standards; (ii) each Environmental
                                         or Social Permit; and (iii) the ESMP, or details of any non-compliance and confirmation
                                         of compliance with the applicable Corrective Action Plan);



 


		(i)	any material change, damage to
                                         or destruction of any material Project Asset;



 


		(j)	details of any material routine
                                         maintenance scheduled to be performed at the Project in the next three (3) Months, including
                                         details of the equipment affected and the impact such maintenance is likely to have on
                                         the equipment and mill availability;



 


		(k)	copies of any material certificates
                                         or reports provided to the Operator or any Obligor under the Project Documents;



 


		(l)	cash balances of each of the
                                         Project Accounts (except the Distribution Account) as at the first day and the last day
                                         of the relevant Quarter;



 


		(m)	from the date when production
                                         at the Project commences, the actual performance and production of the Project during
                                         the Month and a comparison of that performance and production against the corresponding
                                         figure in the Operating Budget; and



 


		(n)	any other or additional information
                                         that the Facility Agent might reasonably request the Borrower or Ontario to provide in
                                         relation to the operation of the Project.



 


Environmental and Social
Monitoring Report


 


		22.6	Each of the Borrower and Ontario
                                         shall promptly provide such documents, evidence or other information as are reasonably
                                         requested by the Independent Environmental Consultant and, notwithstanding clauses 26.34
                                         and 26.35 (Books and records and access to Site), use commercially reasonable
                                         efforts to procure that the Independent Environmental Consultant is given such access
                                         to the Site and the Project Assets as is reasonably required by the Independent Environmental
                                         Consultant (which shall be no less than one visit in each half year prior to Project
                                         Completion and one visit in each of the Borrower's financial years after Project Completion),
                                         to conduct the Independent Review, to assist it to produce an Environmental and Social
                                         Monitoring Report in relation to Environmental and Social Matters, and to verify the
                                         information relating to compliance with Environmental and Social Standards, and the ESMP
                                         contained in each Construction Report and each Operating Report. The Independent Environmental
                                         Consultant shall supply to the Facility Agent, in sufficient copies for all the Lenders
                                         such Environmental and Social Monitoring Reports:



 


		(a)	prior to Project Completion,
                                         within forty-five (45) days of each half year period; and



 




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		(b)	after Project Completion, within
                                         forty-five (45) days of the end of each of the Borrower's financial years.



 


		22.7	Such Environmental and Social
                                         Monitoring Reports by the Independent Environmental Consultant shall be in form and substance
                                         satisfactory to the Facility Agent and shall, inter alia, set out in detail:



 


		(a)	Environmental and Social Matters
                                         relevant to the Project;



 


		(b)	all of the actions and activities
                                         undertaken by or on behalf of the Operator pursuant to the ESMP during the period to
                                         which the Environmental and Social Monitoring Reports relates;



 


		(c)	any non-compliance with any Environmental
                                         and Social Standard and any Environmental and Social Permits, and the Environmental and
                                         Social Impact Assessment, together with details of the actions which the Operator has
                                         taken, is taking or intends to take in order to rectify such non-compliance; and



 


		(d)	if applicable, how the Impact
                                         and Benefit Agreements and the Socio-Economic Agreement are being implemented at the
                                         Project, including under any socio-economic implementation plan, adaptive management
                                         plan and/or on-going monitoring programs.



 


		22.8	The Obligors shall (or shall procure
                                         that the Operator does) publicly report GHG emission levels (combined Scope 1 Emissions
                                         and Scope 2 Emissions) during the operational phase of the Project if such emissions
                                         exceed 100,000 tonnes of CO2 annually,
                                         as required by the Equator Principles.



 


Financial statements


 


		22.9	The Borrower shall supply to the
                                         Facility Agent:



 


		(a)	as soon as they become available,
                                         but in any event within one hundred and twenty (120) days after the end of each of its
                                         financial years, the audited financial statements of the Borrower, the audited financial
                                         statements of Ontario and the consolidated audited financial statements of the Parent
                                         for that financial year;



 


		(b)	as soon as they become available,
                                         but in any event within ninety (90) days after the end of each financial half year, the
                                         financial statements of the Borrower and the financial statements of Ontario and the
                                         consolidated financial statements of the Parent for that financial half year; and



 


		(c)	as soon as they become available,
                                         but in any event within sixty (60) days after each Quarter Date, the quarterly management
                                         accounts of the Borrower and the quarterly management accounts of Ontario and the quarterly
                                         consolidated management accounts of the Parent for the Quarter ending on that Quarter
                                         Date.



 




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		22.10	The Borrower shall supply to
                                         the Facility Agent as soon as they are made available to the Borrower by the Operator,
                                         copies of any accounting records or financial statements prepared by the Operator in
                                         relation to the Joint Venture.



 


Requirements as to Financial
statements


 


		22.11	Each set of financial statements
                                         delivered by the Borrower pursuant to clause 22.9 (Financial statements) shall
                                         be certified by an authorised signatory of the relevant Obligor as complying with the
                                         requirements in clause 22.14 below.



 


		22.12	Each Obligor shall ensure that
                                         the financial statements delivered under clause 22.9 (Financial statements) are:



 


		(a)	prepared in accordance with IAS;



 


		(b)	fairly represent the financial
                                         condition of the Obligors as at the date to which they were drawn up and the results
                                         of its operation for the period ending on that date in conformity with relevant legislation
                                         and IAS; and



 


		(c)	in the case of the annual audited
                                         financial statements, are not the subject of any qualifications in the corresponding
                                         auditor's opinion.



 


		22.13	Each Obligor shall maintain as
                                         its auditors an internationally recognised firm of accountants acceptable to the Facility
                                         Agent (acting reasonably).



 


		22.14	Each Obligor shall procure that
                                         each set of financial statements delivered pursuant to clause 22.9 (Financial statements)
                                         is prepared using accounting practices and financial reference periods consistent with
                                         those applied in the preparation of the Initial Financial Statements for that Obligor
                                         unless, in relation to any set of financial statements, it notifies the Facility Agent
                                         that there has been a change in IAS, the accounting practices or reference periods and
                                         it, or its auditors, delivers to the Facility Agent:



 


		(a)	a description of any change necessary
                                         for those financial statements to reflect the IAS, accounting practices and reference
                                         periods upon which that Obligor's Initial Financial Statements were prepared; and



 


		(b)	sufficient information, in form
                                         and substance as may be reasonably required by the Facility Agent, to enable the Finance
                                         Parties to determine whether clause 23 (Financial and Reserve Undertakings) has
                                         been complied with and to make an accurate comparison between the financial position
                                         indicated in those financial statements and that Obligor's Initial Financial Statements.



 




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		22.15	Any reference in this Agreement
                                         to those financial statements shall be construed as a reference to those financial statements
                                         as adjusted to reflect the basis upon which the Initial Financial Statements were prepared.



 


Hedging Report


 


		22.16	The Borrower shall supply to
                                         the Facility Agent on or before the end of each Quarter, a report detailing the Hedging
                                         Transactions entered into pursuant to each Hedging Agreement and the Borrower’s
                                         exposure under such transactions.



 


Sales of Fancies and
Special Stones


 


		22.17	Within three (3) Business Days
                                         of the opening of the JV Participants’ sealed bids in relation to the purchase
                                         of Fancies and Special Stones, the Borrower shall supply to the Facility Agent details
                                         of the amounts bid by each JV Participant for the Fancies and Special Stones, and confirmation
                                         as to which JV Participant won the bid to purchase the Fancies and Special Stones.



 


Notification of Default
and Change of Control


 


		22.18	The Borrower, Ontario and the
                                         Parent shall notify the Facility Agent (i) of any Default (and the steps, if any, being
                                         taken to remedy it) promptly upon becoming aware of its occurrence; and (ii) promptly
                                         on becoming aware that a Change of Control is reasonably likely to occur, of such Change
                                         of Control or events or circumstances which are reasonably likely to constitute a Change
                                         of Control (unless a notification has already been provided by another Obligor).



 


		22.19	Promptly upon a request by the
                                         Facility Agent if in its opinion a Default has or may have occurred, the Borrower, Ontario
                                         and the Parent shall supply to the Facility Agent a Certificate of No Default signed
                                         by a relevant authorised signatory certifying that no Default has occurred and is continuing
                                         (or if a Default has occurred and is continuing, specifying the Default and the steps,
                                         if any, being taken to remedy it).



 


Notification of force
majeure


 


		22.20	The Borrower, Ontario and the
                                         Parent shall promptly following the occurrence thereof (or the date on which the occurrence
                                         of such event is notified to it by the Operator) inform the Facility Agent of:



 


		(a)	any event which constitutes an
                                         event of force majeure or a delay event (howsoever defined) under any Project Document
                                         (as defined in the relevant Project Document); and



 


		(b)	details of such event including
                                         the date on which such event occurred or commenced). The Borrower shall also give notice
                                         to the Facility Agent, and the Independent Technical Consultant when it becomes aware
                                         that any event referred to in clause 22.20(a) above has occurred and when the effect
                                         thereof terminates.



 




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Shareholder and creditor
documents


 


		22.21	The Borrower shall supply to
                                         the Facility Agent all material documents dispatched by any Obligor to its shareholders
                                         (or any class of them) or its creditors generally or to any stock exchange or (subject
                                         to any conflicting duty of confidentiality imposed by any regulations) any other regulatory
                                         body at the same time that they are dispatched.



 


Compliance Certificates


 


		22.22	The Borrower shall supply to
                                         the Facility Agent within thirty (30) days after each Calculation Date and on any other
                                         date requested by the Facility Agent (acting reasonably), a Borrower Compliance Certificate
                                         calculated as of such date, indicating, inter alia, compliance on that Calculation
                                         Date with each of the ratios set forth in clause 23.1 (Financial undertakings - Borrower).



 


		22.23	With each Borrower Compliance
                                         Certificate delivered in accordance with clause 22.22 above, the Borrower will deliver:



 


		(a)	such information concerning the
                                         calculations and assumptions used by the Borrower in preparing such Borrower Compliance
                                         Certificate as the Technical Agent may require (acting reasonably); and



 


		(b)	a statement of the balance of
                                         all Project Accounts (except the Distribution Account).



 


Environmental and Social
Matters


 


		22.24	Each of the Borrower and Ontario
                                         shall, to the extent that it does not have such information in its possession, procure
                                         from the Operator and shall supply to the Facility Agent:



 


		(a)	details of any non-compliance
                                         with applicable Environmental and Social Standards or any Environmental or Social Permit;



 


		(b)	details of any suspension, revocation,
                                         cancellation, annulment or amendment of any Environmental or Social Permit;



 


		(c)	details of any environmental
                                         bonds, guarantees or letters of credit obtained or issued by the Operator in relation
                                         to the Project pursuant to any Environmental or Social Permit, including:



 


		(i)	the total principal amount of
                                         all letters of credit issued (and not cancelled) to any Government Agency pursuant to
                                         any Environmental or Social Permit; and



 


		(ii)	the total principal amount
                                         of all letters of credit required to be issued to any Government Agency pursuant to any
                                         Environmental or Social Permit in the next twelve (12) Months;



 




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		(d)	details of any breach of any
                                         Environmental or Social Permit;



 


		(e)	details of any event resulting
                                         in the release or discovery of any material Environmental Contaminant on the Site;



 


		(f)	details of any material community
                                         or worker-related protest affecting the Project which could reasonably be expected to
                                         have a Material Adverse Effect or which could reasonably be expected to result in national
                                         or international media attention;



 


		(g)	a Corrective Action Plan, if
                                         requested by the Facility Agent, in response to any of the events or circumstances described
                                         in clauses 22.24(a) to 22.24(f) above; and



 


		(h)	details (and, where applicable,
                                         copies) of (i) any negotiations relating to and the execution of new Impact and Benefit
                                         Agreements, (ii) any amendments to existing Impact and Benefit Agreements and the Socio-Economic
                                         Agreement, and (iii) how the Impact and Benefit Agreements and the Socio-Economic Agreement
                                         are being implemented at the Project, including a socio-economic implementation plan,
                                         an adaptive management plan and on-going monitoring programs in accordance with the Operator’s
                                         obligations under the Socio-Economic Agreement and the Impact and Benefit Agreements.



 


Miscellaneous information


 


		22.25	Each of the Borrower and Ontario
                                         shall, to the extent that it does not have such information in its possession, procure
                                         from the Operator and shall supply to the Facility Agent:



 


		(a)	details of any material litigation,
                                         arbitration, regulatory or administrative proceedings (including any Environmental or
                                         Social Claim) which are current, pending or threatened against or involving:



 


		(i)	any Obligor, the Project or
                                         (in relation to the Project) the Operator; and



 


		(ii)	any other Major Project Party
                                         in connection with the Project or its performance of the Project Documents,



 


including any such proceedings
which are reasonably likely to result in:


 


		(A)	a liability exceeding two hundred
                                         and fifty thousand Dollars (US$250,000) (other than in relation to a claim for workers’
                                         compensation);



 


		(B)	a material delay to Project
                                         Completion; or



 


		(C)	a Material Adverse Effect;



 




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		(b)	details of any material Environmental
                                         and Social Incident and Environmental and Social Accident, including the nature of the
                                         Environmental and Social Incident and Environmental and Social Accident, the on-site
                                         and off-site impacts of such Environmental and Social Incident and Environmental and
                                         Social Accident and the actions the Operator is taking or proposes to take in order to
                                         address such impacts;



 


		(c)	a copy of any notice or communication
                                         received by it or the Operator from any regulatory body, court, organisation or other
                                         person prohibiting, suspending, varying or requiring the halting of all or any part of
                                         any activity or process carried out in respect of the Project;



 


		(d)	details of any material breach
                                         by any party, frustration, rescission, repudiation, termination or cancellation of, or
                                         material disputes under, any Transaction Document together with details of any proposed
                                         action it or the Operator, as applicable, proposes to take in relation to the same;



 


		(e)	a copy of any notice received
                                         or given by any Obligor or the Operator constituting any step towards, or purporting
                                         or threatening default or, the rescission, repudiation, termination or cancellation of
                                         any of the Transaction Documents together with details of any proposed action it proposes
                                         to take in relation to the same;



 


		(f)	details of any occurrence or
                                         circumstance (including any third party claim or liability) of which such Obligor becomes
                                         aware which is likely to have a Material Adverse Effect;



 


		(g)	details of any damage or destruction
                                         of any Project Asset where the cost of repair or reinstatement is likely to exceed [REDACTED];



 


		(h)	details of any suspension, revocation,
                                         cancellation, annulment or amendment of any Project Authorisation which, if substantiated,
                                         is likely to have a Material Adverse Effect or result in any liability for a Finance
                                         Party;



 


		(i)	details of any breach of any
                                         Project Authorisation or any law which, if substantiated, is likely to have a Material
                                         Adverse Effect or result in any liability for a Finance Party;



 


		(j)	details of any event of circumstance
                                         that entitles a person to cancel, terminate or suspend any Project Authorisation, Environmental
                                         or Social Permit or any Transaction Document;



 


		(k)	within two (2) Business Days
                                         of its occurrence, details of any unscheduled stoppage or disruption to mining or surface
                                         operations or production which lasts for more than two (2) days;



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 






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		(l)	any proposal to suspend or abandon
                                         the Project;



 


		(m)	copies of any Project Documents
                                         entered into after the date of this Agreement;



 


		(n)	copies of any material agreements
                                         entered into by, or under which material obligations are assumed by the Operator in relation
                                         to the Project;



 


		(o)	a notification of the termination
                                         of any Project Document to which no Obligor is a party, or of any other material agreements
                                         entered into by the Operator in relation to the Project;



 


		(p)	copies of any notices or communications
                                         received from the Operator, including notices of Cash Calls and JV Management Committee
                                         meetings or decisions to be made, and copies of all records or minutes of JV Management
                                         Committee meetings and decisions;



 


		(q)	an annual statement of Mineral
                                         Reserves for the Project; and



 


		(r)	any other information reasonably
                                         requested by the Facility Agent in respect of the financial condition, business and/or
                                         operations of an Obligor or the Project, or the compliance by the Borrower, Ontario or
                                         the Operator with all Environmental and Social Standards, including any information reasonably
                                         required by the Independent technical Consultant to prepare its reports to the Finance
                                         Parties.



 


		22.26	The Borrower and Ontario shall
                                         deliver the information contemplated by clause 22.25 above promptly upon becoming aware
                                         of the relevant matter or, as the case may be, promptly upon receipt of the relevant
                                         notice, claim or communication.



 


Insurance information


 


		22.27	Each of the Borrower and Ontario
                                         shall, to the extent that it does not have such information in its possession procure
                                         from the Operator, the Diamond Broker or the Diamond Transporter, as applicable, and
                                         shall supply to the Facility Agent:



 


		(a)	annually, within five (5) Business
                                         Days of the annual Renewal Date of the Insurances (if applicable, or otherwise on an
                                         annual basis during the first Quarter of each year):



 


		(i)	a memorandum prepared by the
                                         Borrower summarising the then outstanding Insurances with respect to the Project, in
                                         form and substance satisfactory to the Facility Agent, which memorandum must confirm
                                         that:



 


		(A)	the Insurances are in full
                                         force and effect and all premiums payable in connection therewith have been paid; and



 


		(B)	the Security Trustee is named
                                         as co-insured and loss payee under all policies of Insurance under which it is required
                                         to be named as co-insured and loss payee; and



 




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		(ii)	a certificate or certificates
                                         of insurance prepared by the Independent Insurance Consultant, in form and substance
                                         satisfactory to the Facility Agent, which certificates must confirm that:



 


		(A)	the Independent Insurance Consultant
                                         has received evidence that the Insurances are in full force and effect and that all premiums
                                         due as at the date of the certificate or memorandum have been paid;



 


		(B)	in the opinion of the Independent
                                         Insurance Consultant such insurance is sufficient for the purposes of the Project and
                                         is responsive to the requirements of Schedule 9 (Insurances) and, if applicable,
                                         clauses 26.36 and 26.40 (Diamond Sales);



 


		(C)	the Security Trustee is named
                                         as co-insured and loss payee under all policies of Insurance under which it is required
                                         to be named as co-insured and loss payee; and



 


		(D)	if required, each policy of
                                         Insurance has attached to it an endorsement in form satisfactory to the Facility Agent
                                         and the Independent Insurance Consultant;



 


		(b)	as soon as practicable upon becoming
                                         aware (having made due and reasonable enquiry) of the occurrence of the relevant event
                                         and details as to any:



 


		(i)	material disputes with any of
                                         the Insurers in relation to any of the Insurances;



 


		(ii)	failure to pay any insurance
                                         premium as and when required that might result in the cancellation of any Insurance;



 


		(iii)	act or omission or of any
                                         event of which it has knowledge which may have a material impact on the cover provided
                                         under the Insurances;



 


		(iv)	material reduction in the amount
                                         of, or any other material change in, insurance coverage maintained in connection with
                                         the Project;



 


		(v)	down-grading of an Insurer’s
                                         rating below A- by Standard & Poor’s, a division of The McGraw-Hill Companies,
                                         Inc. (“S&P”) or A3 by Moody’s Investors Services Inc. (“Moody’s”)
                                         (or, if at any time neither S&P nor Moody’s shall be rating such obligations,
                                         an equivalent rating from another nationally recognised rating service);



 


		(vi)	failure to comply with the
                                         Obligors’ obligations under clauses 26.31 and 26.32 (Insurances), in each
                                         case stating the reasons therefore;



 




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		(vii)	notices received from any
                                         Insurer with respect to the cancellation of or proposed cancellation of any Insurance
                                         (and, in the case of the notification of such details, stating the reasons therefore,
                                         together with any other information concerning the insurance coverage required to be
                                         maintained pursuant to this Agreement as the Independent Insurance Consultant may reasonably
                                         require); and



 


		(viii)	claims or circumstances which
                                         are likely to give rise to a claim in relation to the Insurances in excess of one million
                                         Dollars (US$1,000,000) and of anything which has been done or omitted to be done where
                                         the renewal of any such Insurances is likely to be adversely affected or the premiums
                                         due in respect of such Insurances are likely to be increased as a result of an event
                                         or change in circumstances (other than as a result of inflation);



 


		(c)	promptly and in any event no
                                         later than sixty (60) days prior to any such changes becoming effective, details of any
                                         material changes which are proposed to be made to the terms of the Insurances and which,
                                         if effected, would result in any material reduction in limits or coverage (including
                                         those resulting from extensions) or in any increase in deductibles, exclusions or exceptions
                                         or would result in termination, cancellation, suspension or expiry (in the latter case,
                                         which is not immediately followed by a renewal upon the same terms with the same Insurers)
                                         of any of the Insurances; and



 


		(d)	upon written request by the Facility
                                         Agent in each case, certified copies of all policies, cover notes, certificates, endorsements,
                                         renewal receipts and confirmation of renewal and payment of premiums in respect of the
                                         Insurances.



 


Law


 


		22.28	Each Obligor shall notify the
                                         Facility Agent promptly upon becoming aware of the introduction, amendment, repeal or
                                         replacement of any law or regulation being made or proposed which might reasonably be
                                         expected to have a Material Adverse Effect.



 


Cash Sweep Calculation
Certificate


 


		22.29	In accordance with clause 7.6
                                         (Mandatory prepayments – cash sweep), within ten (10) Business Days of each
                                         Calculation Date, the Borrower shall supply to the Facility Agent a Cash Sweep Calculation
                                         Certificate relating to the Cash Sweep Period ending on such Calculation Date.



 


Sufficient copies


 


		22.30	The Borrower and Ontario, if
                                         so required by the Facility Agent, shall supply sufficient copies of each document to
                                         be supplied under the Finance Documents to the Facility Agent to distribute to each of
                                         the Lenders.



 




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"Know your customer"
checks


 


		22.31	If:



 


		(a)	the introduction of or any change
                                         in (or in the interpretation, administration or application of) any law or regulation
                                         made after the date of this Agreement;



 


		(b)	any change in the status or ownership
                                         of an Obligor or any of its Affiliates after the date of this Agreement; or



 


		(c)	a proposed assignment or transfer
                                         by a Lender of any of its rights and obligations under this Agreement to a party that
                                         is not a Lender prior to such assignment or transfer,



 


obliges the Facility Agent
or any Finance Party (or, in the case of clause 22.31(c) above, any prospective new Lender) to comply with "know your customer"
or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor
shall promptly upon the request of the Facility Agent or any Finance Party supply, or procure the supply of, such documentation
and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Finance Party) or any Finance
Party (for itself or, in the case of the event described in clause 22.31(c) above, on behalf of any prospective new Lender) in
order for the Facility Agent, such Finance Party or, in the case of the event described in clause 22.31(c) above, any prospective
new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks
under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.


 


		22.32	Each Finance Party shall promptly
                                         upon the request of the Facility Agent or the Security Trustee supply, or procure the
                                         supply of, such documentation and other evidence as is reasonably requested by the Facility
                                         Agent or the Security Trustee (for itself in each case) in order for it to carry out
                                         and be satisfied it has complied with all necessary "know your customer" or
                                         other similar checks under all applicable laws and regulations pursuant to the transactions
                                         contemplated in the Finance Documents.



 


Diamond Valuation Report


 


		22.33	Each of the Borrower and Ontario
                                         shall provide the most recently available ‘Size Frequency Distribution Model’
                                         generated by the Operator by no later than 31 December each year, and shall promptly
                                         provide such other documents, evidence or other information as are reasonably requested
                                         by the Independent Diamond Consultant, to assist it to produce quarterly Diamond Valuation
                                         Reports. The Independent Diamond Consultant shall supply to the Marketing Agent, in sufficient
                                         copies for all the Lenders (i) the first Diamond Valuation Report in any calendar year
                                         within twenty (20) Business Days of the end of the previous calendar year and (ii) other
                                         Diamond Valuation Reports within five (5) Business Days of each other Quarter Date.



 




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		22.34	Diamond Valuation Reports by
                                         the Independent Diamond Consultant shall be in form and substance satisfactory to the
                                         Marketing Agent (acting on the instructions of the Majority Lenders) and shall include:



 


		(a)	in relation to the first Diamond
                                         Valuation Report to be issued in each calendar year, an annual re-pricing model and report
                                         setting out a per-pipe average price per carat for the remaining Mineral Reserves calculated
                                         as at 31 December of the immediately prior year; and



 


		(b)	in relation to the second, third
                                         and final Diamond Valuation Reports to be issued in each calendar year, proposed adjustments
                                         to be made to the Economic Assumptions by applying a price adjustment index.



 


		23	Financial and Reserve Undertakings



 


Financial and reserve
undertakings


 


		23.1	The Borrower shall ensure that:



 


		(a)	on any relevant Calculation Date
                                         the Historic Debt Service Cover Ratio for the Calculation Period ending on that Calculation
                                         Date is no less than 1.20:1;



 


		(b)	on any relevant Calculation Date
                                         the Loan Life Cover Ratio on that Calculation Date and any future Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date is no less than 1.20:1;



 


		(c)	on any relevant Calculation Date
                                         the Project Life Cover Ratio on that Calculation Date and any future Scheduled Calculation
                                         Date until the last day of the Project Period is no less than 1.50:1; and



 


		(d)	at all times and on each relevant
                                         Calculation Date, the Ore Reserve Tail Ratio is greater than thirty percent (30%).



 


Financial Testing


 


		23.2	The financial covenants set out
                                         in clauses 23.1(a) to (d) (Financial and reserve undertakings) shall be calculated
                                         in accordance with IAS and tested by reference to the Financial Model, each Forecast
                                         and each Borrower Compliance Certificate delivered pursuant to clause 22.22 to 22.23
                                         (Compliance Certificates).



  




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		24	Positive undertakings



 


		24.1	The undertakings in this clause
                                         24 (Positive undertakings) remain in force throughout the Facility Period provided,
                                         however, that (except in the case of clauses 24.9 (Taxes and judgements), 24.15
                                         and 24.16 (Security Interest), 24.18 (Corporate Existence) and 24.25 and
                                         24.26 (Anti-corruption) below and without prejudice to any outstanding liability
                                         of the Parent arising as a result of any breach on or prior to Project Completion of
                                         any undertaking of the Parent contained in this clause 24 (Positive undertakings))
                                         the Parent will not be under any further obligation under this clause 24 (Positive
                                         undertakings) at any time following Project Completion.



 


		24.2	To the extent Ontario is required
                                         to use commercially reasonable efforts to procure that the Operator complies with the
                                         undertakings in this clause 24 (Positive undertakings), it shall take all commercially
                                         reasonable actions in its capacity as JV Participant and given its commercial relationship
                                         with De Beers, and exercise in a commercially reasonable manner all of its rights under
                                         the Joint Venture Agreement, in order to do so, and the Finance Parties acknowledge that
                                         Ontario’s ability under the Joint Venture Agreement to procure that the Operator
                                         complies with the undertakings in this clause 24 (Positive undertakings) may be
                                         limited.



 


Purpose


 


		24.3	The Borrower shall only use the
                                         Loans for the purpose specified in clause 3.1 (Purpose).



 


		24.4	Ontario shall only use the funds
                                         advanced to it under the Intra-Group Loan in the manner and for the purposes permitted
                                         under the Finance Documents.



 


Law


 


		24.5	Each Obligor shall, and Ontario
                                         shall use commercially reasonable efforts to procure that the Operator shall, comply
                                         in all material respects with all laws and regulations to which it or the Project is
                                         subject.



 


Pari passu


 


		24.6	Each Obligor shall ensure that
                                         the payment obligations of such Obligor under this Agreement and each other Finance Document
                                         to which such Obligor is a party rank at least pari passu in right of payment
                                         with all of such Obligor's present and future other unsecured indebtedness, other than
                                         any such indebtedness which is preferred by mandatory provisions of applicable law.



 


Property


 


		24.7	Each of the Borrower and Ontario
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         shall, maintain, preserve, protect and keep:



 


		(a)	all of its ownership, lease,
                                         use, licence and other interests in the Project Assets (including the Mining Rights)
                                         as are necessary for it to be able to operate the Project in accordance with Good Industry
                                         Practice and in a manner that is consistent at all times with the requirements of, and
                                         projections contained in, the Development Plan and the Life of Mine Plan; and



 




    	 	134



     


    

 


		(b)	all of the Project Assets owned
                                         by it in good repair, working order and condition, make necessary and proper repairs,
                                         renewals and replacements so that the Project may be properly conducted at all times,
                                         such operation to be in accordance with Good Industry Practice unless the continued maintenance
                                         of any such Project Asset is no longer necessary for Ontario (or the Operator) to be
                                         able to perform its obligations under the Transaction Documents.



 


		24.8	Each Obligor shall maintain, preserve,
                                         protect and keep good, valid and marketable title to all of its assets that are the subject
                                         of any Security Interest created by the Security Documents.



 


Taxes and judgments


 


		24.9	Each Obligor shall, and Ontario
                                         shall use commercially reasonable efforts to procure that the Operator shall (in respect
                                         of the Project only), and, notwithstanding clause 24.1 above, the Parent shall procure
                                         that each other Group Member shall, at all times:



 


		(a)	file all tax returns (including
                                         all property tax returns and other similar tax returns applicable to the Project) required
                                         to be filed by it in any jurisdiction;



 


		(b)	promptly pay all Taxes and other
                                         governmental charges when due and payable and promptly pay and discharge any amounts
                                         payable pursuant to any judgment or order when due and payable (or within applicable
                                         grace periods permitted by law) (unless any final judgment or order for payment of such
                                         Taxes has been made) other than in respect of those Taxes which are being diligently
                                         contested by it in good faith and for which adequate reserves have been provided for
                                         the payment of that Tax in accordance with IAS; and



 


		(c)	apply all Tax credits, losses,
                                         reliefs or allowances in the manner and to the extent they were taken into account in
                                         the Financial Model.



 


		24.10	The Borrower, Ontario and the
                                         Parent will each maintain its tax residence in Canada and ensure that it is not resident
                                         for tax purposes in any other jurisdiction.



 


		24.11	The Borrower and Ontario will
                                         each promptly notify the Facility Agent of the imposition of, or any material change
                                         in the assessment of, any tax to which it is subject.



 


Hedging


 


		24.12	The Borrower shall promptly,
                                         upon entry into any Hedging Agreement, deliver to the Facility Agent an original or certified
                                         copy of that Hedging Agreement, an original or certified copy of each confirmation in
                                         relation to that Hedging Agreement and, if appropriate an original or certified copy
                                         of an Intercreditor Deed of Accession. All Hedging Agreements and Hedging Transactions
                                         must comply with the Hedging Strategy.



 




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		24.13	The Borrower shall only enter
                                         into a Hedging Agreement or Hedging Transaction in form and substance acceptable to the
                                         Facility Agent and with a Lender or an Affiliate of a Lender at the time of entry into
                                         the relevant Hedging Agreement or Hedging Transaction and, in relation to any Hedging
                                         Agreements to be entered into by the Borrower, if the Borrower’s rights under those
                                         Hedging Agreements are secured in favour of, and in a manner acceptable to, the Security
                                         Trustee.



 


		24.14	The Borrower shall comply with
                                         the Hedging Strategy and shall not enter into any hedging or other financial arrangement
                                         on a margined or term reviewable basis.



 


Security Interest


 


		24.15	Each Obligor shall maintain and
                                         preserve the Security Interests created by the Security Documents and the priority of
                                         such Security Interests.



 


		24.16	Each Obligor shall at any time
                                         required by the Security Trustee create such further Security Interests, execute such
                                         further documents (whether public or private) and/or grant assurances in favour or for
                                         the benefit of the Security Trustee for itself and as trustee for the Finance Parties
                                         and do all such acts and things as the Security Trustee 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 Facility 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.



 


Defence of Claims and
actions by third parties


 


		24.17	Each Obligor shall, and Ontario
                                         shall use commercially reasonable efforts to procure that the Operator shall, promptly
                                         defend any action, claim or other proceeding made against or affecting the relevant Obligor
                                         (or Operator, as applicable) (including any protests or challenges by any third parties
                                         to the instruction, development or operation of the Project) or, if there is no effective
                                         defence to, or if it is not commercially worthwhile for the Obligor (or the Operator,
                                         as applicable) to defend such action, claim or proceeding (based on legal advice received
                                         by it), each Obligor shall, and Ontario shall use commercially reasonable efforts to
                                         procure that the Operator shall, use all reasonable endeavours to minimise or mitigate
                                         the effect of such claim, action or proceeding upon the Project, the relevant Obligor
                                         (or the Operator, as applicable) and its business (including settling or compromising
                                         such claim if commercially appropriate to do so).



 




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Corporate Existence


 


		24.18	Each Obligor shall do, or cause
                                         to be done, all things necessary to preserve and keep in full force and effect its corporate
                                         existence and authority to conduct its business.



 


		24.19	Ontario shall use commercially
                                         reasonable efforts to procure that the Operator preserves and keeps in full force and
                                         effect its existence and authority to conduct its business in relation to the Project.



 


Ownership of the Borrower
and Ontario


 


		24.20	The Parent shall maintain at
                                         all times one hundred per cent (100%) of the direct ownership and control interest in
                                         the Borrower.



 


		24.21	The Borrower shall maintain at
                                         all times one hundred per cent (100%) of the direct ownership and control interests in
                                         Ontario.



 


Further Assurance


 


		24.22	Each Obligor shall promptly do
                                         all such acts or execute all such documents (including assignments, transfers, mortgages,
                                         charges, notices and instructions) as the Security Trustee may specify (and in such form
                                         as the Security Trustee may require in favour of the Security Trustee or its nominee(s)):



 


		(a)	to create, perfect, protect or
                                         maintain the Security Interests created or intended to be created under or evidenced
                                         by the Security Documents (or other Permitted Security Interests) (which may include
                                         the execution of a mortgage, charge, assignment or other Security Interests over all
                                         or any of the assets which are, or are intended to be, the subject of the Security Documents,
                                         or the placing or removal of any registration or financing statement) or for the exercise
                                         of any rights, powers and remedies of the Security Trustee or the Finance Parties provided
                                         by or pursuant to the Finance Documents or by law;



 


		(b)	to confer on the Security Trustee
                                         or confer on the Finance Parties Security Interests over any property and assets of that
                                         Obligor located in any jurisdiction equivalent or similar to the Security Interests intended
                                         to be conferred by or pursuant to the Security Documents; and/or



 


		(c)	to facilitate the realisation
                                         of the assets which are, or are intended to be, the subject of the Security Documents.



 


		24.23	Ontario shall use commercially
                                         reasonable efforts to procure that each of the Operator and De Beers as JV Participant
                                         promptly does all such acts or execute all such documents (including consents, notices
                                         and instructions) as the Security Trustee may specify (and in such form as the Security
                                         Trustee may require in favour of the Security Trustee or its nominee(s)):



 




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		(a)	to perfect, protect or maintain
                                         the Security Interests created or intended to be created under or evidenced by the Security
                                         Documents or for the exercise of any rights, powers and remedies of the Security Trustee
                                         or the Finance Parties provided by or pursuant to the Finance Documents or by law; and/or



 


		(b)	to facilitate the realisation
                                         of the assets which are, or are intended to be, the subject of the Security Documents.



 


		24.24	Each Obligor shall use all reasonable
                                         endeavours to procure that each counterparty to each Project Document (other than those
                                         counterparties who have executed a Direct Agreement), each Hedge Provider and the Account
                                         Bank promptly signs the acknowledgement attached to each notice delivered to it pursuant
                                         to clauses 4.1 (Initial conditions precedent) and Part 1 of Schedule 3 (Conditions
                                         Precedent).



 


Anti-corruption


 


		24.25	Notwithstanding the generality
                                         of clause 24.5 (Law), each Obligor shall, and Ontario shall use commercially reasonable
                                         endeavours to procure that the Operator shall:



 


		(a)	comply with Corrupt Practices
                                         Laws;



 


		(b)	not (and shall procure that none
                                         of its directors, officers or employees, nor any person acting on its behalf or with
                                         whom it is associated shall) commit any Corrupt Act;



 


		(c)	maintain in place its own policies
                                         and procedures designed to ensure compliance with this clause 24.25; and



 


		(d)	from time to time, provided that
                                         it is no more than once per year unless the Facility Agent reasonably suspects a Default
                                         has occurred, at the request of the Facility Agent, confirm in writing that it has complied
                                         with its undertakings under this clause 24.25 and provide any information reasonably
                                         requested by the Facility Agent in support of that confirmation.



 


		24.26	Each Obligor shall promptly notify
                                         the Facility Agent of any breach or potential breach of clause 24.25 of which it becomes
                                         aware, and shall co-operate with the Facility Agent and provide the Facility Agent with
                                         all information that is reasonably requested by the Facility Agent for the purpose of
                                         assessing the Finance Parties’ potential liability under Corrupt Practices Laws
                                         arising in connection with any such breach or potential breach.



 


		25	Negative undertakings



 


		25.1	The undertakings in this clause
                                         25 (Negative undertakings) remain in force throughout the Facility Period, provided
                                         that (except for clause 25.33 (Sanctions) and without prejudice to any outstanding
                                         liability arising as a result of any breach on or prior to Project Completion of any
                                         undertaking of the Parent contained in this clause 25 (Negative undertakings))
                                         the Parent will not be under any further obligation under this clause 25 (Negative
                                         undertakings) at any time following Project Completion.



 




    	 	138



     


    

 


		25.2	To the extent Ontario is required
                                         to use commercially reasonable efforts to procure that the Operator complies with the
                                         undertakings in this clause 25 (Negative undertakings), it shall take all commercially
                                         reasonable actions in its capacity as JV Participant and given its commercial relationship
                                         with De Beers, and exercise in a commercially reasonable manner all of its rights under
                                         the Joint Venture Agreement, in order to do so, and the Finance Parties acknowledge that
                                         the Borrower’s ability under the Joint Venture Agreement to procure that the Operator
                                         complies with the undertakings in this clause 25 (Negative undertakings) may be
                                         limited.



 


Corporate structure


 


		25.3	No Obligor shall enter into any
                                         amalgamation, merger, demerger or corporate reconstruction, except if otherwise permitted
                                         by this Agreement.



 


Acquisitions


 


		25.4	Except as provided in clause 25.5
                                         below, no Obligor shall, and Ontario shall use commercially reasonable efforts to procure
                                         that the Operator shall not:



 


		(a)	purchase, subscribe for or otherwise
                                         acquire any shares (or other securities or any interest therein), in, or incorporate,
                                         any other company or agree to do any of the foregoing; or



 


		(b)	purchase or otherwise acquire
                                         any assets (other than in the ordinary course of trade and in accordance with the Financial
                                         Model) or revenues or (without limitation to any of the foregoing) acquire any business
                                         or interest therein or form or enter into, any partnership, consortium, joint venture
                                         or other like arrangement or agree to do so,



 


without the prior written
consent of the Facility Agent (acting on the instructions of the Majority Lenders) (such consent not to be unreasonably withheld
in respect of the Operator or a Group Member other than the Borrower or Ontario).


 


		25.5	Clause 25.4 (Acquisitions)
                                         above shall not apply to:



 


		(a)	Permitted Investments, provided
                                         that, in relation to Ontario and the Borrower, the same are specifically permitted in
                                         accordance with the Accounts Agreement;



 


		(b)	an acquisition of an asset that
                                         is otherwise permitted by this Agreement;



 


		(c)	an acquisition of an asset that
                                         has been approved in writing by the Facility Agent (acting on the instructions of the
                                         Majority Lenders), which approval shall not (other than in the case of Ontario) be unreasonably
                                         withheld;



 




    	 	139



     


    

 


		(d)	any such action by the Operator
                                         which is unrelated to its role as operator in respect of the Joint Venture;



 


		(e)	any such action by the Operator
                                         in its capacity as Operator for the proper implementation of the Project in accordance
                                         with and to the extent contemplated in the then current JV Plan and Budget; and



 


		(f)	any subscription for shares by
                                         the Parent in the Borrower as a result of any Additional Equity Contributions.



 


Business activities


 


		25.6	Neither the Borrower nor Ontario
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         (on behalf of the Joint Venture) shall not:



 


		(a)	engage in any business or activities
                                         other than the development and operation of the Project in accordance with the Development
                                         Plan and the Life of Mine Plan; or



 


		(b)	maintain any place of business
                                         other than the location of the Project or elsewhere in Canada.



 


		25.7	Notwithstanding clause 25.6 above,
                                         Ontario shall not engage in any business or other activities other than:



 


		(a)	its role as a JV Participant;
                                         and



 


		(b)	in relation to the marketing
                                         and sale of Diamonds,



 


in each case
as contemplated under the Transaction Documents, without the prior written consent of the Facility Agent (acting on the instructions
of the Majority Lenders).


 


Constitutional documents


 


		25.8	Neither the Borrower nor Ontario
                                         shall amend or vary any of its articles of incorporation or other constitutional documents
                                         without the prior approval of the Facility Agent (which approval (other than in the case
                                         of Ontario) shall not be unreasonably withheld).



 


		25.9	The Parent shall not amend or
                                         vary any of its articles of association or other constitutional documents in a way which
                                         may prejudice the rights of the Finance Parties under the Transaction Documents or have
                                         a Material Adverse Effect.



 


		25.10	No Obligor shall permit any amendment
                                         or variation of the Joint Venture Agreement without the prior approval of the Facility
                                         Agent (acting on the instructions of the Majority Lenders).



 




    	 	140



     


    

 


No disposals


 


		25.11	Except as provided in clause
                                         25.12 below, no Obligor shall, and Ontario shall use commercially reasonable efforts
                                         to procure that the Operator shall not, sell, lease, transfer, discount, factor, assign
                                         or otherwise dispose of, by a single transaction or a series of transactions, whether
                                         related or not, and whether voluntary or involuntary, all or any part of:



 


		(a)	the Project Assets which it owns
                                         or which it has the right to prevent being disposed of;



 


		(b)	the Obligors' (or the Operator’s)
                                         rights under the Transaction Documents; or



 


		(c)	in the case of the Obligors only,
                                         any of its other present or future assets.



 


		25.12	Clause 25.11 above shall not
                                         apply to any disposal:



 


		(a)	made on market-standard commercial
                                         arm's length terms in the ordinary course of trade;



 


		(b)	made on commercial arm's length
                                         terms of worn, damaged, obsolete or defective assets which have been replaced with assets
                                         of at least equal quality;



 


		(c)	which is contemplated under the
                                         Finance Documents; or



 


		(d)	approved with the prior written
                                         consent of the Facility Agent (acting on the instructions of the Majority Lenders),



 


provided
that Ontario shall only be permitted to make a disposal pursuant to clauses 25.12(c) and (d) above.


 


Negative pledge


 


		25.13	No Obligor shall create or permit
                                         to subsist any Security Interest or Quasi-Security Interest over any of its assets except
                                         a Permitted Security Interest.



 


		25.14	Ontario shall use commercially
                                         reasonable efforts to procure that the Operator does not create or permit to subsist
                                         any Security Interest or Quasi-Security Interest over any of the Project Assets except:



 


		(a)	a Permitted Security Interest;
                                         or



 


		(b)	with the prior written consent
                                         of the Facility Agent (acting on the instructions of the Majority Lenders) as contemplated
                                         under the Joint Venture Agreement.



 


Guarantees


 


		25.15	Except as provided in clause
                                         25.16 below, no Obligor shall, and Ontario shall use commercially reasonable efforts
                                         to procure that the Operator shall not, give, incur or allow to be outstanding any Guarantee
                                         in respect of any person.



 




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		25.16	Clause 25.15 above shall not
                                         apply to:



 


		(a)	any Guarantee given pursuant
                                         to the Transaction Documents;



 


		(b)	any Guarantee constituting Permitted
                                         Indebtedness or a Permitted Security Interest;



 


		(c)	any Guarantee given by the Operator
                                         which is unrelated to its role as operator in respect of the Joint Venture Agreement;



 


		(d)	in relation to the Operator,
                                         any environmental bonds, guarantees or letters of credit required to be issued by the
                                         Operator in relation to the Project pursuant to any Environmental or Social Permit; or



 


		(e)	any Guarantee approved in writing
                                         by the Facility Agent (acting on the instructions of the Majority Lenders).



 


Loans


 


		25.17	Save in relation to loans made
                                         by the Parent or the Borrower to Ontario or the Borrower which are subordinated to the
                                         Loans pursuant to the Intercreditor Deed (including the Intra-Group Loan), no Obligor
                                         shall make any loans or otherwise grant any form of credit to any person except for:



 


		(a)	loans or credit that constitutes
                                         a Permitted Investment; or



 


		(b)	loans or credit approved by the
                                         Facility Agent (acting on the instructions of the Majority Lenders).



 


		25.18	Ontario shall use commercially
                                         reasonable efforts to procure that the Operator shall not make any loans or otherwise
                                         grant any form of credit to any person except for:



 


		(a)	loans or credit on market-standard
                                         commercial arm's length terms in the ordinary course of the business of the Project;
                                         or



 


		(b)	loans or credit made or granted
                                         by the Operator which are unrelated to its role as operator in respect of the Joint Venture
                                         Agreement.



 


Indebtedness


 


		25.19	No Obligor shall, and the Parent
                                         shall ensure that no other Group Member shall, create, incur, assume or suffer to exist
                                         or otherwise become liable in respect of any Indebtedness other than Permitted Indebtedness.



 


		25.20	Ontario shall use commercially
                                         reasonable efforts to procure that the Operator shall not create, incur, assume or suffer
                                         to exist or otherwise become liable in respect of any Indebtedness other than:



 




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		(a)	Permitted Indebtedness; and



 


		(b)	any Financial Indebtedness incurred
                                         by the Operator which is unrelated to its role as operator in respect of the Joint Venture
                                         Agreement



 


Agreements


 


		25.21	Except as otherwise permitted
                                         by this Agreement (including with the consent of the Majority Lenders), no Obligor shall:



 


		(i)	enter into any agreements;



 


		(ii)	enter into any agreements relating
                                         to the sale of Diamonds; or



 


		(iii)	assume any obligations,



 


other than:


 


		(a)	the Transaction Documents (provided
                                         that no Obligor shall enter into any Letter of Credit Agreement after the date of this
                                         Agreement without the prior written approval of the Facility Agent (acting on the instructions
                                         of the Majority Lenders));



 


		(b)	agreements envisaged by the Transaction
                                         Documents (other than the Joint Venture Agreement) to be entered into by that Obligor;



 


		(c)	in relation to the Borrower and
                                         the Parent only, immaterial agreements or in relation to assuming immaterial obligations;
                                         or



 


		(d)	with the prior written approval
                                         of the Facility Agent (acting on the instructions of the Majority Lenders),



 


and Ontario shall promptly
notify the Facility Agent of any material agreements entered into or any material obligations assumed by the Operator, in relation
to the Project, and promptly thereafter provide copies of such agreements in accordance with clause 22.25(n) (Miscellaneous
information).


 


Transactions with Affiliates


 


		25.22	No Obligor shall enter into any
                                         arrangement or transaction with any of its Affiliates other than:



 


		(a)	the Transaction Documents;



 


		(b)	transactions (other than with
                                         Ontario) on market-standard arm's length terms which the relevant Obligor certifies to
                                         the Facility Agent are no less favourable to the relevant Obligor than any terms that
                                         could be obtained by the relevant Obligor in a market-standard arm's length arrangement
                                         or transaction with a person who is not an Affiliate of it; and



 




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		(c)	in relation to any transactions
                                         involving Ontario, with the prior written consent of the Facility Agent (acting on the
                                         instructions of the Majority Lenders).



 


Share capital


 


		25.23	Subject to clause 25.24 below,
                                         neither the Borrower nor Ontario shall:



 


		(a)	purchase, reduce, cancel, repay
                                         or redeem any of its share capital or any option over its share capital unless (subject
                                         to clause the other terms of this Agreement) using funds from the Distribution Account;



 


		(b)	redeem, reduce, cancel, repay,
                                         purchase or transfer any shareholder loans or loan stock (other than by making a Distribution
                                         in accordance with clauses 25.29 and 25.31 (Distributions) or in accordance with
                                         the Intra-Group Loan Agreement and the Intercreditor Deed) unless (subject to the other
                                         terms of this Agreement) using funds from the Distribution Account;



 


		(c)	issue any shares or grant any
                                         right to acquire or be issued any shares;



 


		(d)	alter the nature of, or any rights
                                         attaching to, any of its shares; or



 


		(e)	issue any voting capital,



 


without the prior written
consent of the Facility Agent (acting on the instructions of the Majority Lenders).


 


		25.24	Clauses 25.23(a) and (e) above
                                         do not apply to restrict the Borrower from issuing any shares or any voting capital for
                                         the purpose of making Additional Equity Contributions.



 


Development Plan


 


		25.25	Neither the Borrower nor Ontario
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         shall not, amend or vary (or permit to or agree such amendment or variation of) the Development
                                         Plan without the prior written consent of the Facility Agent (acting on the instructions
                                         of the Majority Lenders) or, in relation to the Construction Budget and the Operating
                                         Budget, other than in accordance with clause 18 (Budgets) .



 


Project Accounts


 


		25.26	Neither the Borrower nor Ontario
                                         shall hold any bank accounts or maintain any similar deposit arrangements other than:



 


		(a)	the Project Accounts;



 




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		(b)	any account in connection with
                                         any Permitted Investment pursuant to part (c) of the definition of Permitted Investment;
                                         and



 


		(c)	such other accounts with the
                                         prior consent of the Facility Agent (acting on the instructions of the Majority Lenders).



 


		25.27	Each of the Borrower and Ontario
                                         shall operate the Project Accounts in accordance with clause 19 (Project Accounts).



 


Tax losses


 


		25.28	Neither the Borrower nor Ontario
                                         shall dispose of any Tax losses, credit, relief or allowance available to it.



 


Distributions


 


		25.29	The Borrower and Ontario may
                                         only declare, make, pay or permit any Distribution in relation to funds held in the Distribution
                                         Account.



 


		25.30	Notwithstanding clause 25.29
                                         above, unless permitted under the Intra-Group Loan Agreement and the Intercreditor Deed,
                                         or under clause 26.17 (Intra-Group Loan and dividends), Ontario shall not declare
                                         make, pay or permit any Distribution during the Facility Period without the prior written
                                         consent of the Facility Agent (acting on the instructions of the Majority Lenders)



 


		25.31	The Borrower shall not transfer
                                         any amounts to the Distribution Account otherwise than pursuant to clause 7.7 (Mandatory
                                         prepayment – cash sweep).



 


Financial year


 


		25.32	No Obligor shall without the
                                         prior written consent of the Facility Agent change its financial year end.



 


Sanctions


 


		25.33	No Obligor shall, and each Obligor
                                         shall use commercially reasonable endeavours to procure that no other Major Project Party
                                         shall, contribute or otherwise make available the proceeds of the Facility, directly
                                         or indirectly, to any person or entity (whether or not related to it) for the purpose
                                         of financing the activities of any person or entity which is a Sanctioned Entity, to
                                         the extent such contribution or provision of proceeds would be prohibited by Sanctions
                                         or would otherwise cause any person to be in breach of Sanctions.



 


		25.34	No Obligor shall fund all or
                                         part of any payment under the Finance Documents out of proceeds derived from transactions
                                         which would be prohibited by Sanctions or would otherwise cause any person to be in breach
                                         of Sanctions.



 




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		25.35	Each Obligor shall, and shall
                                         use commercially reasonable endeavours to procure that each other Major Project Party
                                         shall, ensure that appropriate controls and safeguards are in place which are designed
                                         to prevent any proceeds of the Facility from being used in a manner prohibited under
                                         clause 25.33.



 


Management Agreement


 


		25.36	The Borrower shall not pay to
                                         any Affiliate, pursuant to the Management Agreement or otherwise, management or similar
                                         fees greater than those set
                                         out in the then current Financial Model.



 


Employees


 


		25.37	No Obligor shall have in place
                                         any employee pension plans.



 


		26	Project undertakings



 


		26.1	The undertakings in this clause
                                         26 (Project undertakings) remain in force throughout the Facility Period, provided
                                         however that (except in the case of clause 26.20 (Project Authorisations) and
                                         26.31 (Insurances) and save in relation to any liability arising as a result of
                                         any breach on or prior to Project Completion of any undertaking of the Parent contained
                                         in this clause 26 (Project undertakings)) the Parent will not be under any further
                                         obligation under this clause 26 (Project undertakings) at any time following Project
                                         Completion.



 


		26.2	To the extent Ontario is required
                                         to use commercially reasonable efforts to procure that the Operator complies with the
                                         undertakings in this clause 26 (Project undertakings), it shall take all commercially
                                         reasonable actions in its capacity as JV Participant and given its commercial relationship
                                         with De Beers, and exercise in a commercially reasonable manner all of its rights under
                                         the Joint Venture Agreement, in order to do so, and the Finance Parties acknowledge that
                                         Ontario’s ability under the Joint Venture Agreement to procure that the Operator
                                         complies with the undertakings in this clause 26 (Project undertakings) may be
                                         limited.



 


Project Documents


 


		26.3	Each Obligor shall, and Ontario
                                         shall use commercially reasonable efforts to procure that the Operator shall, duly and
                                         punctually perform, comply with and observe its material obligations under each Project
                                         Document to which it is a party.



 


		26.4	Each Obligor shall, and Ontario
                                         shall use commercially reasonable efforts to procure that the Operator shall, in accordance
                                         with Good Industry Practice, maintain and enforce its material rights under the Project
                                         Documents and shall use all reasonable endeavours to ensure that each other party maintains
                                         and enforces its material rights under the Project Document to which they are a party.



 




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		26.5	If an Obligor has the right to
                                         terminate a Project Document, it shall exercise that right if so directed by the Majority
                                         Lenders following consultation with the Borrower.



 


		26.6	No Obligor shall, without the
                                         prior written consent of the Facility Agent, permit or agree to:



 


		(a)	any material amendment of a Transaction
                                         Document;



 


		(b)	the suspension, waiver, repudiation,
                                         revocation, annulment or cancellation of the whole of, or any material provision of,
                                         a Transaction Document, an Environmental or Social Permit or a Project Authorisation;



 


		(c)	except as expressly required
                                         under the Finance Documents, the assignment or transfer of a Transaction Document, Environmental
                                         or Social Permit or Project Authorisation;



 


		(d)	any other party to a Transaction
                                         Document assigning or transferring that party's rights or obligations under that Transaction
                                         Document; or



 


		(e)	the termination of a Transaction
                                         Document (unless directed to do so in accordance with clause 26.5 above).



 


		26.7	Ontario shall use commercially
                                         reasonable efforts to procure that the Operator shall not permit or agree to:



 


		(a)	any material amendment of a Transaction
                                         Document or any other material agreement entered into by the Operator in relation to
                                         the Project;



 


		(b)	the suspension, waiver, repudiation,
                                         revocation, annulment or cancellation of the whole of, or any material provision of,
                                         a Transaction Document, an Environmental or Social Permit, a Project Authorisation or
                                         any other material agreement entered into by the Operator in relation to the Project;



 


		(c)	the assignment or transfer of
                                         a Transaction Document, Environmental or Social Permit, Project Authorisation or any
                                         other material agreement entered into by the Operator in relation to the Project;



 


		(d)	any other party to a Transaction
                                         Document or any other material agreement entered into by the Operator in relation to
                                         the Project assigning or transferring that party's rights or obligations under that Transaction
                                         Document or agreement; or



 


		(e)	the termination of a Transaction
                                         Document or any other material agreement entered into by the Operator in relation to
                                         the Project.



 




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		26.8	The Borrower and Ontario shall:



 


		(a)	and the Parent shall, use commercially
                                         reasonable efforts to procure, within ninety (90) days of Financial Close, the acknowledgement
                                         of the Government to the transfer by the Parent of its rights and obligations under the
                                         Secondary Diamond Industry (Polishing) Agreement to Ontario; and



 


		(b)	no later than 10 (ten) Months
                                         prior to the earlier of: (i) the expected date of Commencement of Commercial Production
                                         at the Project as set out in the Financial Model, and (ii) the expected date Commercial
                                         Production (as defined in the Secondary Diamond Industry (Polishing) Agreement), prepare
                                         a draft ‘framework document’ as contemplated under the Secondary Diamond
                                         Industry (Polishing) Agreement for approval by the Facility Agent. No Obligor may submit
                                         such framework document to the Government in accordance with the Secondary Diamond Industry
                                         (Polishing) Agreement until it has received confirmation from the Facility Agent that
                                         such document is in form and substance satisfactory to the Majority Lenders.



 


Joint Venture


 


		26.9	Ontario shall comply with its
                                         obligations under the Joint Venture Agreement and no Obligor shall take, or omit to take,
                                         any action which may result in:



 


		(a)	a dilution of Ontario’s
                                         Participating Interests,



 


		(b)	a reduction of Ontario’s
                                         share of Diamonds;



 


		(c)	Ontario losing the right to attend
                                         meetings of or participate in the decisions of the JV Management Committee;



 


		(d)	the ability of any JV Participant
                                         (other than Ontario) to enforce any Security Interest created under the Joint Venture
                                         Agreement;



 


		(e)	a JV Event of Default; and/or



 


		(f)	any default under any Project
                                         Document to which De Beers (in any capacity) and any Obligor are party,



 


without the
prior consent of the Facility Agent (acting on the instructions of the Majority Lenders).


 


		26.10	Subject to 26.11, Ontario shall
                                         attend all JV Management Committee meetings and shall at all times vote on any matter
                                         before the JV Management Committee (including JV Special Business) or otherwise in relation
                                         to the business of the Joint Venture or the Project in a such a way as to ensure compliance
                                         with its obligations under the Finance Documents.



 




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		26.11	Ontario shall not, whether by
                                         taking any action or failing to act, approve or otherwise vote on any JV Special Business
                                         before the JV Management Committee, or on any decision whatsoever relating to the budgeting
                                         for or incurrence of costs or expenses by the Operator or the payment of management fees
                                         to the Operator, or relating to approving, amending or updating the JV Plan and Budget
                                         prepared by the Operator or the Joint Venture Agreement, in any case whether or not such
                                         decision is JV Special Business, without the prior approval and/or instructions, as the
                                         case may be, of the Facility Agent (acting on the instructions of the Majority Lenders,
                                         and, if appropriate on the advice of the Independent Technical Consultant).



 


		26.12	The Borrower shall, on behalf
                                         of Ontario, pay to the Operator or De Beers, as applicable, all amounts in relation to
                                         Cash Calls, any other amounts in respect of Ontario’s Cost Share, all MPV Expenses
                                         and other amounts payable to the Operator, any JV Participant (other than Ontario) or
                                         De Beers, as and when required under the Joint Venture Agreement or the relevant Project
                                         Document. Any such payments made by the Borrower on behalf of Ontario shall constitute
                                         amounts advanced to Ontario under the Intra-Group Loan in accordance with clause 26.16
                                         (Intra-Group Loan).



 


		26.13	Ontario shall not take any action
                                         to change its notice details under the Joint Venture Agreement, or the bank details to
                                         which any amounts payable to it under the Joint Venture Agreement shall be paid, from
                                         those details notified to the Operator and the JV Participants pursuant to the notice
                                         referred to in paragraph 4.3 (Project Documents and Joint Venture) of Schedule 3
                                         (Conditions Precedent), without the prior written consent of the Facility Agent
                                         (acting on the instructions of the Majority Lenders).



 


		26.14	Notwithstanding clause 22.18
                                         (Notification of Default and Change of Control), if any event or circumstance
                                         arises, or any Obligor or third party takes any action or omits to take any action, which
                                         does, or would on the expiry of any relevant grace or remedy period, constitute a JV
                                         Event of Default, the Borrower and Ontario shall immediately notify the Facility Agent
                                         and shall immediately do all such acts (or refrain from acting) as the Facility Agent
                                         (acting on the instructions of the Majority Lenders) may specify in order to avoid a
                                         JV Event of Default.



 


		26.15	Ontario shall procure that any
                                         person who becomes a JV Participant following Financial Close shall, on becoming a JV
                                         Participant, execute a subordination agreement in form and substance satisfactory to
                                         the Facility Agent (acting on the instructions of the Majority Lenders) in favour of
                                         the Security Trustee on terms substantially similar to the De Beers Subordination Agreement.



 


Intra-Group Loan and
dividends


 


		26.16	Any amounts:



 


		(a)	transferred from the Project
                                         Accounts to the Operator by the Account Bank in accordance with the Irrevocable Payment
                                         Instructions, the Accounts Agreement or any other Finance Document;



 




    	 	149



     


    

 


		(b)	transferred from the Project
                                         Accounts to the Operator by the Borrower to fund Cash Calls, payment for MPV Expenses,
                                         other payments in respect of Ontario’s Cost Share, or other amounts payable to
                                         the Operator, any JV Participant (other than Ontario) or De Beers under any Project Document;



 


		(c)	of Equity Contributions made
                                         to Ontario whether before or after the date of this Agreement;



 


		(d)	paid by the Borrower to the Operator
                                         or otherwise incurred by the Borrower in relation to the Project, in each case prior
                                         to the date of this Agreement; and



 


		(e)	otherwise paid on behalf of Ontario,



 


shall constitute
advances under the Intra-Group Loan.


 


		26.17	Ontario shall direct each counterparty
                                         to any agreement to which Ontario is a party to pay all amounts due to Ontario to the
                                         relevant Proceeds Account. To the extent there is:



 


		(a)	an outstanding balance on the
                                         Intra-Group Loan, any amounts received by the Borrower into a Project Account on account
                                         of amounts payable to Ontario shall constitute a repayment of amounts outstanding under
                                         the Intra-Group Loan; and



 


		(b)	no outstanding balance on the
                                         Intra-Group Loan, any amounts received by the Borrower into a Project Account on account
                                         of amounts payable to Ontario shall constitute a dividend paid by Ontario to the Borrower,
                                         provided that such dividend shall remain in the relevant Proceeds Account to be applied
                                         in accordance with the Payment Cascade.



 


		26.18	The Borrower shall maintain a
                                         register and record of each Intra-Group Loan and repayment (and any applicable rate of
                                         exchange), and make such register and record available for review by the Facility Agent
                                         at any time on demand by the Facility Agent. In the event of any dispute between the
                                         Facility Agent and/or the Borrower and/or Ontario in regards to any Intra-Group Loan
                                         or any repayment thereof, the determination of the Facility Agent shall, in the absence
                                         of manifest error, be conclusive and binding on the Parties.



  




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		26.19	Interest on the Intra-Group Loan
                                         will accrue at the same rate as applicable to the Loan under this Agreement plus an additional
                                         margin of [REDACTED], as adjusted as contemplated in the Intra-Group Loan.



 


Project Authorisations


 


		26.20	Each Obligor shall, and each
                                         of the Borrower and Ontario shall procure that each other Major Project Party (other
                                         than the Operator) shall, and Ontario shall use commercially reasonable efforts to procure
                                         that the Operator shall, obtain, and maintain in full force and effect, each Project
                                         Authorisation (including all Mining Rights) necessary:



 


		(a)	to enable it to lawfully enter
                                         into, exercise its rights and comply with its obligations under the Transaction Documents
                                         to which it is a party;



 


		(b)	to lawfully develop, construct,
                                         operate and finance the Project (including the achievement of Project Completion by the
                                         Projected Completion Date) in accordance with the Development Plan and the Life of Mine
                                         Plan, and the Project Documents;



 


		(c)	to make the Transaction Documents
                                         to which it is a party admissible in evidence in the jurisdiction of its incorporation
                                         and in the relevant jurisdiction in respect of that Transaction Document; and



 


		(d)	to ensure that the Security Interests
                                         created under each of the Security Documents has the priority and ranking contemplated
                                         by the relevant Security Document.



 


		26.21	Each Obligor shall, and each
                                         of the Borrower and Ontario shall procure that each other Major Project Party (other
                                         than the Operator) shall, and Ontario shall use commercially reasonable efforts to procure
                                         that the Operator shall, at all times comply with the material requirements of such Project
                                         Authorisations (including all Mining Rights) and shall not allow any Project Authorisation
                                         (including all Mining Rights) to be amended, cancelled, reduced or suspended except in
                                         accordance with clause 26.5 (Project Documents) above.



 


Environmental and Social
Matters


 


		26.22	Each of the Borrower and Ontario
                                         shall, and shall procure that each other Major Project Party (other than the Operator)
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         shall, ensure that it has (and maintains in full force and effect) all Environmental
                                         or Social Permits necessary:



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	151



     


    

 


		(a)	to enable it to lawfully enter
                                         into, exercise its rights and comply with its obligations under the Transaction Documents
                                         to which it is a party; and



 


		(b)	to lawfully develop, construct,
                                         operate and finance the Project (including the achievement of Project Completion by the
                                         Projected Completion Date) in accordance with the Development Plan and the Life of Mine
                                         Plan, and the Project Documents.



 


		26.23	Each of the Borrower and Ontario
                                         shall, and shall procure that each other Major Project Party (other than the Operator)
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         shall, ensure that it maintains, and complies with the terms of all Environmental or
                                         Social Permits which it is obliged to obtain and maintain under clause 26.22 above.



 


		26.24	Each of the Borrower and Ontario
                                         shall, and shall procure that each other Major Project Party (other than the Operator)
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         shall:



 


		(a)	comply with and carry out the
                                         Project in accordance with all applicable Environmental and Social Standards and shall
                                         do all things necessary to ensure that the Borrower and the Project are in compliance
                                         with the Equator Principles; and



 


		(b)	comply with the terms of the
                                         ESMP.



 


		26.25	Each of the Borrower and Ontario
                                         shall, and shall procure that each other Major Project Party (other than the Operator)
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         shall, maintain, and comply with the terms of, the Environmental and Social Management
                                         System with respect to the Project in accordance with the Equator Principles in a manner
                                         which is satisfactory to the Facility Agent.



 


		26.26	Ontario shall use commercially
                                         reasonable efforts to obtain and provide full details to the Facility Agent and the Independent
                                         Environmental Consultant of all environmental tests and studies carried out in relation
                                         to the Project.



 


		26.27	Each of the Borrower and Ontario
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         shall, take all action reasonably necessary to prevent the Project from being adversely
                                         affected by Environmental Contaminants.



 


Completion


 


		26.28	Each of the Borrower and Ontario
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator
                                         shall, ensure that the Project is constructed, operated, maintained and developed, that
                                         Project Production is produced and processed and that Project Costs are incurred, in
                                         each case in accordance with the Development Plan and in all material respects in accordance
                                         with all applicable laws and regulations, the Project Documents and Good Industry Practice
                                         (including so as to achieve Project Completion by no later than the Projected Completion
                                         Date).



 




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Consultants


 


		26.29	The Obligors shall co-operate
                                         with, and shall use all reasonable endeavours to ensure that each other party to the
                                         Project Documents co-operates with, each Consultant.



 


Tests


 


		26.30	Ontario shall give the Facility
                                         Agent, the Technical Agent, the Independent Technical Consultant and the Independent
                                         Environmental Consultant reasonable notice of all completion and acceptance tests carried
                                         out in respect of the Project. Ontario shall use commercxially reasonable efforts to
                                         procure that representatives of the Finance Parties, the Independent Technical Consultant
                                         and the Independent Environmental Consultant are permitted to attend whilst tests are
                                         carried out and inspect the results of the tests.



 


Insurances


 


		26.31	Each of the Borrower and Ontario
                                         shall, and Ontario shall use commercially reasonable efforts to procure that the Operator,
                                         the Diamond Broker and Diamond Transporter shall:



 


		(a)	comply with the insurance requirements
                                         set out in Schedule 9 (Insurances) and any other insurance requirements determined
                                         by the Facility Agent or the Insurance Agent in accordance with clauses 26.36 or 26.40
                                         (Diamond sales), in respect of the Project, the Borrower and the Diamonds, as
                                         applicable;



 


		(b)	ensure that the Insurances are
                                         in full force and effect and that all premia are paid when due;



 


		(c)	ensure that the conditions of
                                         the Insurances are complied with; and



 


		(d)	ensure that nothing will be done
                                         or omitted which would reduce or avoid liability under any of the Insurances.



 


		26.32	Each Obligor shall effect and
                                         maintain or procure that there will be effected and at all times maintained Insurances
                                         on and in relation to its business and assets against those risks and on such terms as
                                         would be usual or appropriate for prudent companies carrying on the same or substantially
                                         similar business, on terms and with insurers or underwriters acceptable to the Facility
                                         Agent from time to time, including naming the Security Trustee as co-insured and loss
                                         payee.



 


Power to remedy


 


		26.33	If the Obligors do not comply
                                         with their respective obligations under clause 26.28 (Completion), or clauses
                                         26.31 and 26.32 (Insurances), Ontario shall use commercially reasonable efforts
                                         to allow the Facility Agent or any of its representatives, agents or contractors upon
                                         giving notice to enter the Site and do anything (at the Borrower's cost) the Facility
                                         Agent considers necessary or reasonably desirable to remedy such failure to comply.



 




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Books and records and
access to Site


 


		26.34	Each Obligor shall, and Ontario
                                         shall use commercially reasonable efforts to procure that the Operator shall, keep financial
                                         records and statements (including but not limited to its books and accounts) reflecting
                                         all of its business affairs and transactions (in the case of the Operator, only in relation
                                         to the Project) in accordance with IAS.



 


		26.35	Each Obligor shall, and Ontario
                                         shall use commercially reasonable efforts to procure that the Operator shall, ensure
                                         that the Finance Parties (or their representatives) and the Consultants are (at the expense
                                         of the Borrower):



 


		(a)	given reasonable access to any
                                         and all of its properties and operations (including the Site and the Project Assets);



 


		(b)	entitled 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, its banks and its auditors (as the case may
                                         be) and to inspect and take copies of the Obligors' books and records (including all
                                         drawings and specifications) on reasonable prior notice to the relevant Obligor or the
                                         Operator, as applicable; and



 


		(c)	(to the extent permitted by the
                                         Government) entitled to attend meetings with the Government and any Obligor or the Operator
                                         in relation to any breach or potential breach of the Mining Licences,



 


in each case:


 


		(i)	at any time from the date of
                                         this Agreement until Project Completion, quarterly;



 


		(ii)	at any time after Project Completion,
                                         annually;



 


		(iii)	if an Event of Default has
                                         occurred and is continuing, at such times as any Lender requires; and



 


		(iv)	at all times in respect of
                                         sub-paragraph (c) above,



 


provided that the Borrower
shall only be liable for the costs of two representatives of each Finance Party (whether or not a Finance Party has more than
one role) and two representatives of each of the Independent Technical Consultant, the Independent Environmental Consultant and
the Independent Insurance Consultant, in relation to each visit.


 




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Diamond sales


 


		26.36	Ontario shall by no later than
                                         31 December 2015:



 


		(a)	establish protocols for the transportation
                                         and insurance of Diamonds from the Yellowknife Facility to the Diamond Broker or the
                                         Offtakers; and



 


		(b)	procure that the Diamond Broker
                                         to be appointed by Ontario provides to the Marketing Agent its protocol on its own procedures
                                         to be followed from the point of receiving the Diamonds at its offices in Antwerp from
                                         the Diamond Transporter, including in relation to the movement of goods, security, tax
                                         issues, insurance, cleaning/acidizing, details of how the Diamond Broker will sort the
                                         Diamonds prior to each sale, the competence and experience of the staff involved, the
                                         sales presentations, the tender/auction methodology, invoicing winners of tenders/auctions
                                         and receipt of funds prior to handing over or exporting the Diamonds to buyers.



 


		26.37	Ontario shall by no later than
                                         31 March 2016 appoint a Diamond Broker under a Diamond Brokering Agreement pursuant to
                                         which the Diamond Broker shall agree:



 


		(a)	to prepare, market and sell Diamonds
                                         in accordance with the Diamond Brokering Agreement and on a Diamond Auction Platform;



 


		(b)	to maintain suitable security
                                         arrangements to ensure the safety and security of the Diamonds in its possession;



 


		(c)	to obtain and maintain insurances
                                         in respect of the Diamonds in its possession which are satisfactory to the Insurance
                                         Agent (acting on the instructions of the Majority Lenders and in consultation with the
                                         Independent Insurance Consultant), and to provide Ontario and the Insurance Agent with
                                         such documents, evidence or other information to satisfy the Insurance Agent (acting
                                         on the instructions of the Majority Lenders and in consultation with the Independent
                                         Insurance Consultant) that such Insurances are in place, have adequate limits and have
                                         been placed with acceptable Insurers;



 


		(d)	to conduct a minimum number of
                                         auctions annually, which shall be at regular intervals to ensure regular receipt of Revenues;
                                         and



 


		(e)	not to, and not to agree to,
                                         release any Diamonds to purchasers of such Diamonds until the Borrower has confirmed
                                         to the Diamond Broker that it has received the sale proceeds in respect of such Diamonds
                                         in full in the USD Proceeds Account.



 


		26.38	If the Diamond Brokering Agreement
                                         is terminated or cancelled and no replacement Diamond Broker is immediately appointed
                                         by Ontario, the Marketing Agent shall be entitled to appoint on Ontario’s behalf
                                         a temporary Diamond Broker acceptable to it (acting on the instructions of the Majority
                                         Lenders).



 




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		26.39	By no later than 31 March 2016:



 


		(a)	Ontario shall appoint a Diamond
                                         Valuer under a Diamond Valuer Appointment Letter; or



 


		(b)	the Borrower shall employ a Diamond
                                         Valuer;



 


and Ontario
shall procure that the Diamond Valuer optimises the marketing of Diamonds to increase Revenues.


 


		26.40	Ontario shall by no later than
                                         31 March 2016 appoint a Diamond Transporter under a Diamond Transportation Agreement
                                         pursuant to which the Diamond Transporter shall agree to:



 


		(a)	transport the Diamonds (other
                                         than the Fancies and Special Stones) from the Yellowknife Facility to the Diamond Broker;



 


		(b)	obtain and maintain insurances
                                         in respect of the Diamonds in its possession which are satisfactory to the Insurance
                                         Agent (acting on the instructions of the Majority Lenders and in consultation with the
                                         Independent Insurance Consultant), and to provide Ontario and the Insurance Agent with
                                         such documents, evidence or other information to satisfy the Insurance Agent (acting
                                         on the instructions of the Majority Lenders and in consultation with the Independent
                                         Insurance Consultant) that such Insurances are in place, have adequate limits and have
                                         been placed with acceptable Insurers; and



 


		(c)	maintain suitable security arrangements
                                         to ensure the safety and security of the Diamonds in its possession.



 


		26.41	Ontario shall not make any bids
                                         to purchase Fancies and Special Stones without the support of an Offtaker in accordance
                                         with clause 26.42, unless the Marketing Agent (acting on the instructions of the Majority
                                         Lenders) has given its prior written consent to Ontario to do so.



 


		26.42	Ontario shall by no later than
                                         31 March 2016 appoint at least one Offtaker (unless otherwise agreed with the Marketing
                                         Agent, acting on the instructions of the Majority Lenders and on the advice of the Independent
                                         Diamond Consultant) under an Offtake Contract pursuant to which such Offtaker(s) shall:



 


		(a)	or their authorised representative(s)
                                         shall, attend each presentation of Fancies and Special Stones to the JV Participants;



 


		(b)	provide Ontario with sufficient
                                         information for Ontario to make timely bids in respect of Fancies and Special Stones
                                         on behalf of the Offtaker;



 


		(c)	in the event that Ontario (through
                                         a bid supported by such Offtaker) makes the highest bid for Fancies and Special Stones
                                         either (as required by the Marketing Agent (acting on the instructions of the Majority
                                         Lenders)):



 




    	 	156



     


    

 


		(i)	make payment immediately to
                                         the USD Proceeds Account of the full amount of Ontario’s bid in Dollars; or



 


		(ii)	make payment immediately to
                                         the USD Proceeds Account of the De Beers Portion of Ontario’s bid, and make payment
                                         of the remaining portion of Ontario’s bid to the USD Proceeds Account within thirty
                                         (30) days of the date on which the winner of the bid is determined (or such other period
                                         as may be determined by the Marketing Agent), in each case in Dollars;



 


		(d)	if required by the Marketing
                                         Agent, provide assurance of its payment obligations as set out in (c) above by:
                                         



 


		(i)	depositing an amount equal to
                                         its bid amount in an escrow account prior to Ontario making its bid, which amount may
                                         be immediately accessed by the Borrower in the event that such Offtaker fails to make
                                         a payment in accordance with (c) above; or



 


		(ii)	procuring a letter of credit
                                         for an amount equal to its bid amount which may be immediately drawn by the Borrower
                                         in the event that such Offtaker fails to make a payment in accordance with (c) above;
                                         or



 


		(iii)	such other assurance of payment
                                         which is acceptable to the Marketing Agent (acting on the instructions of the Majority
                                         Lenders); and



 


		(e)	deliver copies of all notices
                                         to and correspondence with Ontario to the Marketing Agent and the Facility Agent.



 


		26.43	The Borrower shall promptly,
                                         and in any event in accordance with Ontario’s obligations under the Joint Venture
                                         Agreement, on receipt of funds from an Offtaker in respect of a winning bid for Fancies
                                         and Special Stones, make payment of the required portion of such funds to each JV Participant
                                         (other than Ontario).



 


		26.44	Ontario shall, and shall use
                                         commercially reasonable efforts to procure that the Operator shall, ensure that the Independent
                                         Diamond Consultant (at the expense of the Borrower), the Diamond Valuer and any Offtaker
                                         may attend the presentation of Fancies and Special Stones to the JV Participants.



 


		26.45	Ontario shall:



 


		(a)	not agree any procedures or processes
                                         or make any other decision in the JV Management Committee relating to the division, marketing
                                         or sale of diamonds from the Project other than with the prior written consent of the
                                         Marketing Agent (acting on the instructions of the Majority Lenders); and



 




    	 	157



     


    

 


		(b)	promptly following each delivery
                                         of Diamonds to Ontario, provide the Marketing Agent with a certification that the diamonds
                                         produced at the Project have been sorted in accordance with the Joint Venture Agreement
                                         and according to the current Participating Interests of each JV Participant.



 


		26.46	Ontario shall use commercially
                                         reasonable efforts to procure that the Operator shall, by no later than 31 December 2015,
                                         agree with the Diamond Sorter, on terms acceptable to the Marketing Agent (acting on
                                         the instructions of the Majority Lenders):



 


		(a)	the annual rental amounts to
                                         be paid by the Operator in relation to the sorting and splitting of diamonds produced
                                         at the Project at the Yellowknife Facility; and



 


		(b)	any other arrangements in relation
                                         to the cleaning and sorting of diamonds produced at the Project including precautions
                                         to be adhered to by the Diamond Sorter to keep the diamonds produced at the Project separate
                                         from other diamonds at the Sorting Facility.



 


Suspension and abandonment


 


		26.47	Ontario shall not, and shall
                                         use commercially reasonable efforts to procure that the Operator shall not, suspend or
                                         abandon the Project.



 


Rehabilitation


 


		26.48	Ontario shall use commercially
                                         reasonable efforts to procure that the Operator maintains a rehabilitation schedule for
                                         the Project in accordance with their obligations under the Project Authorisations and
                                         consistent with applicable laws and with Good Industry Practice.



 


Decommissioning


 


		26.49	Ontario shall use commercially
                                         reasonable efforts to procure that the Operator ensures that the Project is decommissioned
                                         in accordance with the Decommissioning Plan and applicable Environmental and Social Standards.



 


Application of FATCA


 


		26.50	No Obligor shall become a FATCA
                                         FFI or a US Tax Obligor.



 


Contracts with Ontario


 


		26.51	Ontario shall notify each party
                                         with whom it enters into any Project Document that, until the expiry of the Facility
                                         Period:



 


		(a)	the bank account for the purpose
                                         of any payments to be made to Ontario shall be the relevant Proceeds Account; and



 




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		(b)	if required by the Facility Agent,
                                         Ontario’s address for the service of all notices and communications shall be the
                                         address of the Facility Agent.



 


		27	Equity Contributions



 


		27.1	Each of the Borrower and Ontario
                                         irrevocably directs the Parent that all Equity Contributions made after the date of Financial
                                         Close shall be paid directly into the Proceeds Accounts.



 


		27.2	The Parent may make Additional
                                         Equity Contributions to the Borrower or Ontario at any time provided that such Additional
                                         Equity Contributions shall not be included in any calculation of Cash Flow Available
                                         for Debt Service/CFADS, any Additional Equity Contributions made by way of intercompany
                                         loan or other Financial Indebtedness shall be subordinated to amounts owing under the
                                         Finance Documents in accordance with the Intercreditor Deed, and any Additional Equity
                                         Contributions made to Ontario shall constitute advances under the Intra-Group Loan.



 


		28	Default



 


		28.1	Each of the events and circumstances
                                         set out in this clause 28 (Default) is an Event of Default (save for clause 28.61
                                         (Consequences of an Event of Default)).



 


Non-payment


 


		28.2	Any Obligor does not pay on the
                                         due date any amount payable by it under any Finance Document (including an amount to
                                         be paid into a Project Account (except the Distribution Account)) unless:



 


		(a)	its failure to pay is caused
                                         by:



 


		(i)	an administrative or technical
                                         error; or



 


		(ii)	a Disruption Event; and



 


		(b)	payment is made within five (5)
                                         Business Days of its due date:



 


Financial covenants


 


		28.3	Any requirement of clause 23 (Financial
                                         and reserve undertakings) is not satisfied.



 


Breach of other obligations


 


		28.4	Any Relevant Party fails to comply
                                         with any provision of a Finance Document (other than those provisions referred to in
                                         clause 28.2 (Non-payment) or 28.3 (Financial covenants)) unless:



 


		(a)	the Facility Agent considers
                                         (acting reasonably) that the relevant non-compliance is capable of remedy; and



 




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		(b)	the relevant non-compliance is
                                         remedied within ten (10) Business Days of the earlier of (i) the Facility Agent giving
                                         written notice of the non-compliance to the Borrower and (ii) the date on which an Obligor
                                         became aware or ought reasonably to have become aware of such non-compliance).



 


		28.5	For the purposes of clause 28.4
                                         above but without limitation, any failure to comply with clauses 24.3 (Purpose),
                                         24.6 (Pari passu ranking), 24.25 (Anti-corruption), 25.3
                                         (Corporate Structure), 25.4 (Acquisitions), 25.6 (Business
                                         Activities), 25.11 (No Disposals), 25.13 (Negative pledge),
                                         25.15 (Guarantees), 25.17 (Loans), 25.19 (Indebtedness), 25.21 (Agreements),
                                         25.22 (Transactions with Affiliates), 25.23 (Share Capital),
                                         25.29 (Distributions), 25.33 and 25.35 (Sanctions) and 26.9 to 26.12 (Joint
                                         Venture) shall not be capable of remedy.



 


Misrepresentation


 


		28.6	Any representation, warranty or
                                         statement made or repeated or deemed to be made or repeated by any Relevant Party in
                                         any Finance Document or any other document delivered by or on behalf of any Obligor under
                                         or in connection with any Finance Document is, or proves to have been, incorrect or misleading
                                         in any material respect when made or repeated or deemed to be made or repeated unless
                                         the Facility Agent considers (acting reasonably) that the circumstances giving rise to
                                         the misrepresentation are capable of remedy and are remedied with ten (10) Business Days
                                         of the earlier of (i) the Facility Agent giving written notice of such misrepresentation
                                         to the Borrower and (ii) the date on which an Obligor or the Relevant Party became aware
                                         or ought reasonably to have become aware of the misrepresentation.



 


Cross-default


 


		28.7	Any Financial Indebtedness of
                                         a Major Project Party is not paid when due nor within any originally applicable grace
                                         period.



 


		28.8	Any Financial Indebtedness of
                                         any Major Project Party:



 


		(a)	is declared to be or otherwise
                                         becomes due and payable prior to its specified maturity;



 


		(b)	is placed on demand; or



 


		(c)	is capable of being declared
                                         by a creditor to be due and payable prior to its specified maturity or is capable of
                                         being placed on demand,



 


in each case, as a result
of an event of default (however described).


 




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		28.9	Any commitment for or underwriting
                                         of any Financial Indebtedness of a Major Project Party is cancelled or suspended by a
                                         creditor of a Major Project Party as a result of an event of default (however described).



 


		28.10	No Event of Default will occur
                                         under clauses 28.7 to 28.9 (Cross-default) if:



 


		(a)	the aggregate amount of Financial Indebtedness of commitment for Financial Indebtedness
                                                                 falling within clauses 28.7 to 28.9 above is less than:



 


		(i)	in relation to the Borrower, five hundred thousand Canadian Dollars (C$500,000) or its Equivalent;



 


		(ii)	in relation to the Parent, one million Canadian Dollars (C$1,00,000) or its Equivalent;



 


		(b)	in relation to any Major Project
                                         Party (other than an Obligor, the Operator, a Diamond Broker, the Diamond Transporter
                                         and an Offtaker), a Material Adverse Effect has not occurred as a result thereof; or



 


		(c)	in respect of any Major Project
                                         Party (other than an Obligor and the Operator):



 


		(i)	where within five (5) Business
                                         Days of such occurrence, the Borrower provides the Facility Agent with an initial outline
                                         plan for the remedy of the occurrence or the replacement of the relevant Major Project
                                         Party, which is satisfactory to the Majority Lenders, and consults with the Facility
                                         Agent as to such remedy or replacement plan;



 


		(ii)	where within ten (10) Business
                                         Days of such occurrence, the Borrower provides the Facility Agent with a final plan for
                                         the remedy of the occurrence or the replacement of the Major Project Party, which is
                                         satisfactory to the Majority Lenders; and



 


		(iii)	where the Borrower proceeds
                                         with the remedy of the occurrence or the replacement of the Major Project Party in accordance
                                         with the final plan approved by the Majority Lenders in order to complete the remedy
                                         or replacement within twenty (20) Business Days of the relevant occurrence.



 




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Insolvency


 


		28.11	Any of the following occurs in
                                         respect of a Major Project Party:



 


		(a)	it is, or is deemed for the purposes
                                         of any law to be, unable or admits inability to pay its debts as they fall due;



 


		(b)	it suspends or threatens to suspend
                                         making payments on any of its debts or announces or threatens an intention to do so;



 


		(c)	a moratorium is declared in respect
                                         of any of its Indebtedness. If a moratorium occurs in respect of a Major Project Party,
                                         the ending of the moratorium will not remedy any Event of Default caused by that moratorium;
                                         or



 


		(d)	the value of its assets is less
                                         than the value of its liabilities (taking into account all prospective and contingent
                                         liabilities),



 


unless:


 


		(i)	in respect of any Major Project
                                         Party (other than an Obligor and the Operator):



 


		(A)	within five (5) Business Days
                                         of such occurrence, the Borrower provides the Facility Agent with an initial outline
                                         plan for the remedy of the occurrence or the replacement of the relevant Major Project
                                         Party, which is satisfactory to the Majority Lenders, and consults with the Facility
                                         Agent as to such remedy or replacement plan;



 


		(B)	within ten (10) Business Days
                                         of such occurrence, the Borrower provides the Facility Agent with a final plan for the
                                         remedy of the occurrence or the replacement of the Major Project Party, which is satisfactory
                                         to the Majority Lenders; and



 


		(C)	the Borrower proceeds with
                                         the remedy of the occurrence or the replacement of the Major Project Party in accordance
                                         with the final plan approved by the Majority Lenders in order to complete the remedy
                                         or replacement within twenty (20) Business Days of the relevant occurrence; or



 


		(ii)	in respect of a Major Project
                                         Party (other than an Obligor, the Operator, a Diamond Broker, the Diamond Transporter
                                         and an Offtaker) a Material Adverse Effect has not occurred as a result thereof.



 




    	 	162



     


    

 


Insolvency proceedings


 


		28.12	Any corporate action, legal proceedings
                                         or other procedure or step is taken in relation to:



 


		(a)	the suspension of payments, a
                                         moratorium of any Indebtedness, winding up, dissolution, administration or reorganisation
                                         (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Major Project
                                         Party;



 


		(b)	a composition, compromise, assignment
                                         or arrangement with any creditor of any Major Project Party;



 


		(c)	the appointment of a liquidator,
                                         receiver, administrator, administrative receiver, compulsory manager or other similar
                                         officer in respect of any Major Project Party or any of their assets;



 


		(d)	the enforcement of any Security
                                         Interest over any asset of any Major Project Party;



 


		(e)	any Major Project Party commencing
                                         negotiations with one or more of its creditors with a view to rescheduling its Indebtedness;
                                         or



 


		(f)	any analogous procedure or step
                                         is taken in any jurisdiction,



 


(other than a petition for
winding up being issued which is frivolous or vexatious and is discharged, stayed or dismissed within fourteen (14) days of commencement)
and unless:


 


		(i)	in respect of any Major Project
                                         Party (other than an Obligor and the Operator):



 


		(A)	within five (5) Business Days
                                         of such occurrence, the Borrower provides the Facility Agent with an initial outline
                                         plan for the remedy of the occurrence or the replacement of the relevant Major Project
                                         Party, which is satisfactory to the Majority Lenders, and consults with the Facility
                                         Agent as to such remedy or replacement plan;



 


		(B)	within ten (10) Business Days
                                         of such occurrence, the Borrower provides the Facility Agent with a final plan for the
                                         remedy of the occurrence or the replacement of the Major Project Party, which is satisfactory
                                         to the Majority Lenders; and



 


		(C)	the Borrower proceeds with
                                         the remedy of the occurrence or the replacement of the Major Project Party in accordance
                                         with the final plan approved by the Majority Lenders in order to complete the remedy
                                         or replacement within twenty (20) Business Days of the relevant occurrence; or



 


		(ii)	in respect of a Major Project
                                         Party (other than an Obligor, the Operator, a Diamond Broker, the Diamond Transporter
                                         and an Offtaker) a Material Adverse Effect has not occurred as a result thereof.



 




    	 	163



     


    

 


Creditors' process


 


		28.13	Any expropriation, attachment,
                                         sequestration, distress, execution or analogous event affects any asset(s) of a Major
                                         Project Party unless (other than in relation to any Mining Rights or any shares in the
                                         Borrower or Ontario):



 


		(a)	the Majority Lenders determine
                                         that such event or assets are not material and the relevant expropriation, attachment,
                                         sequestration, distress, execution or analogous event is discharged within fourteen (14)
                                         days;



 


		(b)	in respect of any Major Project
                                         Party (other than an Obligor and the Operator):



 


		(i)	within five (5) days of such
                                         occurrence, the Borrower provides the Facility Agent with an initial outline plan for
                                         the remedy of the occurrence or the replacement of the relevant Major Project Party,
                                         which is satisfactory to the Majority Lenders, and consults with the Facility Agent as
                                         to such remedy or replacement plan;



 


		(ii)	within ten (10) days of such
                                         occurrence, the Borrower provides the Facility Agent with a final plan for the remedy
                                         of the occurrence or the replacement of the Major Project Party, which is satisfactory
                                         to the Majority Lenders; and



 


		(iii)	the Borrower proceeds with
                                         the remedy of the occurrence or the replacement of the Major Project Party in accordance
                                         with the final plan approved by the Majority Lenders in order to complete the remedy
                                         or replacement within twenty (20) days of the relevant occurrence; or



 


		(c)	in respect of a Major Project
                                         Party (other than an Obligor, the Operator, a Diamond Broker, the Diamond Transporter
                                         and an Offtaker) a Material Adverse Effect has not occurred as a result thereof.



 


Cessation of business


 


		28.14	A Major Project Party ceases,
                                         or threatens to cease, to carry on business unless:



 


		(a)	in respect of any Major Project
                                         Party (other than an Obligor and the Operator), as part of a fully solvent reorganisation;



 


		(b)	in respect of any Major Project
                                         Party (other than an Obligor and the Operator):



 


		(i)	within five (5) days of such
                                         occurrence, the Borrower provides the Facility Agent with an initial outline plan for
                                         the remedy of the occurrence or replacement of the relevant Major Project Party, which
                                         is satisfactory to the Majority Lenders, and consults with the Facility Agent as to such
                                         remedy or replacement plan;



 




    	 	164



     


    

 


		(ii)	within ten (10) days of such
                                         occurrence, the Borrower provides the Facility Agent with a final plan for the remedy
                                         of the occurrence or the replacement of the Major Project Party, which is satisfactory
                                         to the Majority Lenders; and



 


		(iii)	the Borrower proceeds with
                                         the remedy of the occurrence or the replacement of the Major Project Party in accordance
                                         with the final plan approved by the Majority Lenders in order to complete the remedy
                                         or replacement within twenty (20) days of the relevant occurrence; or



 


		(c)	in respect of a Major Project
                                         Party (other than an Obligor, the Operator, a Diamond Broker, the Diamond Transporter
                                         and an Offtaker) a Material Adverse Effect has not occurred as a result thereof.



 


Unlawfulness


 


		28.15	It is or becomes unlawful for
                                         any person (other than a Finance Party) to perform any of its obligations under the Finance
                                         Documents.



 


Compliance with law


 


		28.16	Any Obligor or the Operator fails
                                         to comply in any material respect with any law or regulation to which it or the Project
                                         is subject.



 


Immunity


 


		28.17	Any Obligor, the Operator, a
                                         Diamond Broker, the Diamond Transporter or an Offtaker or, in each case, any of their
                                         respective assets is or becomes immune from any legal process in respect of their obligations
                                         under the Transaction Documents.



 


Sanctions


 


		28.18	Any Obligor or the Operator:



 


		(a)	participates in any conduct or
                                         activity which directly or indirectly benefits any party against which Sanctions have
                                         been established by any Sanctioning Body from time to time;



 


		(b)	becomes a Sanctioned Entity;



 


		(c)	becomes a person determined by
                                         the Secretary of the Treasury of the United States to be owned by, controlled by, acting
                                         for or on behalf of, providing assistance, support, sponsorship, or services of any kind
                                         to, or otherwise associated with any of the persons referred to or described in the OFAC
                                         Lists or on any other relevant list of blocked persons in connection with terrorism;
                                         or



 




    	 	165



     


    

 


		(d)	conducts business with or engages
                                         in any transaction with any person who is a Sanctioned Entity or is identified in paragraph
                                         (c) above.



 


		28.19	Any Major Project Party:



 


		(a)	uses the proceeds of the Facility
                                         for the purpose of financing or making funds available directly or indirectly to any
                                         person or entity which is a Sanctioned Entity, to the extent such financing or provision
                                         of funds would at the time be prohibited by Sanctions or would otherwise cause any person
                                         to be in breach of Sanctions;



 


		(b)	contributes or otherwise makes
                                         available the proceeds of the Facility, directly or indirectly, to any other person or
                                         entity (whether or not related to it) for the purpose of financing the activities of
                                         any person or entity which is a Sanctioned Entity, to the extent such contribution or
                                         provision of proceeds would at the time be prohibited by Sanctions or would otherwise
                                         cause any person to be in breach of Sanctions;



 


		(c)	fails to ensure that appropriate
                                         controls and safeguards are in place which are designed to prevent any proceeds of the
                                         Facility from being used in a manner contemplated in paragraph (b) above; or



 


		(d)	is or becomes targeted under
                                         any Sanctions or has violated or is violating any applicable Sanctions.



 


		28.20	Funds of Illicit Origin are invested
                                         in the shares in any Obligor or the Operator by way of shareholder contributions or otherwise.



 


		28.21	Any Obligor or the Operator:



 


		(a)	fails to comply with Corrupt
                                         Practices Laws;



 


		(b)	commits (or any of its directors,
                                         officers or employees, or any person acting on its behalf or with whom it is associated
                                         commits) any Corrupt Act; and



 


		(c)	fails to maintain in place its
                                         own policies and procedures designed to ensure compliance with clause 24.25 (Anti-corruption).



 


		28.22	Any Obligor or the Operator:



 


		(a)	offers, gives or agrees to give
                                         to any person employed by or on behalf of any Competent Authority, any improper, dishonest
                                         or unlawful gift, commission or consideration; or



 


		(b)	pays or agrees to pay improper,
                                         dishonest or unlawful commission.



 




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		28.23	Any agent, contractor, sub-contractor
                                         or employee of any Obligor or the Operator:



 


		(a)	offers, gives or agrees to give,
                                         in connection with the Project, any person employed by or on behalf of any Competent
                                         Authority any improper, dishonest or unlawful gift, commission or consideration; or



 


		(b)	pays or agrees to pay any improper,
                                         dishonest or unlawful commission in connection with any Project Document.



 


Cost to Complete Shortfall


 


		28.24	The Majority Lenders consider
                                         (based on advice from the Independent Technical Consultant) that there is a Cost to Complete
                                         Shortfall, unless:



 


		(a)	the Majority Lenders consider
                                         that there is a Cost to Complete Shortfall only because the Available Resources are less
                                         than the Projected Project Costs due to a Cost Overrun having occurred and not because
                                         the Available Resources (Physical Completion) are less than the Projected Project Costs
                                         (Physical Completion); and



 


		(b)	the Majority Lenders are satisfied
                                         that the Cost Overrun (and any future Costs Overruns which are forecast by Majority Lenders
                                         based on advice from the Independent Technical Consultant) can be funded with amounts
                                         in the Cost Overrun Reserve Account.



 


Completion


 


		28.25	Project Completion has not occurred
                                         on or prior to the date which is six (6) Months following the Projected Completion Date.



 


Access to the Project:
Ice road


 


		28.26	An event or circumstance arises
                                         which affects access to the Project by the winter road, including the winter road being
                                         impassable or unusable for the delivery of equipment including plant and machinery, fuel,
                                         freight, consumables and replacement parts and spares when scheduled, such that the Majority
                                         Lenders consider, in their discretion, that there is likely to be:



 


		(a)	a delay in:



 


		(i)	achieving Commencement of Commercial
                                         Production and/or Project Completion; or



 


		(ii)	carrying out material maintenance
                                         as scheduled; or



 


		(b)	a Cost Overrun or a material
                                         increase in Operating Costs,



 


as a result
thereof.


 




    	 	167



     


    

 


Change of shareholding


 


		28.27	There is a change in the shareholders
                                         of the Borrower or Ontario or their respective shareholdings other than in accordance
                                         with the Finance Documents.



 


Participating Interests


 


		28.28	Ontario ceases to have a Participating
                                         Interest of at least forty nine per cent (49%).



 


		28.29	De Beers and its Affiliates cease
                                         to have Participating Interests of, in aggregate, at least fifty one per cent (51%).



 


Operator


 


		28.30	De Beers resigns, or gives notice
                                         in writing that it intends to resign, or the JV Management Committee makes a decision
                                         to remove De Beers, or De Beers is otherwise removed, as the Operator under the Joint
                                         Venture Agreement.



 


		28.31	The Operator fails to comply
                                         with its obligations under the Joint Venture Agreement, or any event or circumstance
                                         occurs which would entitle the JV Participants to remove the Operator.



 


Effectiveness of Finance
Documents


 


		28.32	Any Relevant Party repudiates
                                         a Finance Document or evidences an intention to repudiate a Finance Document, or the
                                         Borrower or Ontario seeks to amend, revoke or cancel the Irrevocable Payment Instructions
                                         without the prior consent of the Facility Agent.



 


		28.33	Any provision of any Finance
                                         Document is or becomes or is alleged in writing by any party thereto to be invalid, non-binding,
                                         illegal, ineffective or unenforceable.



 


		28.34	Any Finance Document is terminated
                                         (other than in accordance with its terms or the prior approval of the Facility Agent)
                                         or rescinded or any Relevant Party evidences an intention to terminate (other than in
                                         accordance with its terms) or rescind any Finance Document.



 


		28.35	Any Security Document does not
                                         create legal, valid, binding and enforceable security over the assets charged under that
                                         Security Document or the ranking or priority of such security is adversely affected.



 


Joint Venture Agreement
and Diamond Sorting


 


		28.36	Without prejudice to the generality
                                         of clauses 28.37 and 28.38 (Project Documents) below:



 


		(a)	any party repudiates the Joint
                                         Venture Agreement or evidences an intention to repudiate the Joint Venture Agreement;



 


		(b)	any party terminates the Joint
                                         Venture Agreement;



 




    	 	168



     


    

 


		(c)	any amendment or variation is
                                         made to the Joint Venture Agreement without the prior approval of the Facility Agent
                                         (acting on the instructions of the Majority Lenders);



 


		(d)	any JV Participant fails to comply
                                         with its obligations under, or breaches any provision of, the Joint Venture Agreement;



 


		(e)	any event or circumstance arises,
                                         or any Obligor or third party takes any action or omits to take any action, which would
                                         on the expiry of any relevant grace or remedy period constitute a JV Event of Default;



 


		(f)	a JV Event of Default has occurred
                                         and is continuing;



 


		(g)	Ontario approves or otherwise
                                         votes on any JV Special Business before the JV Management Committee, or any decision
                                         whatsoever contemplated in clause 26.11 (Joint Venture) whether or not such decision
                                         is JV Special Business, without the prior approval and/or instructions, as the case may
                                         be, of the Facility Agent (acting on the instructions of the Majority Lenders;



 


		(h)	the Operator grants any Security
                                         Interest over the Joint Venture Property in relation to any third party financing of
                                         the Project or the Operator without the prior approval of the Facility Agent (acting
                                         on the instructions of the Majority Lenders); or



 


		(i)	a Diamond Sorting Agreement is
                                         executed by the Operator and the Diamond Sorter which is not in form and substance satisfactory
                                         to the Marketing Agent (acting on the instructions of the Majority Lenders and on the
                                         advice of the Independent Diamond Consultant).



 


Project Documents and
Project Authorisations


 


		28.37	Any:



 


		(a)	party repudiates any Project
                                         Document or evidences an intention to repudiate a Project Document;



 


		(b)	material provision of any Project
                                         Document (other than the Joint Venture Agreement) is invalid, non-binding, illegal, ineffective,
                                         unenforceable or is amended (without the prior written consent of the Majority Lenders)
                                         for any reason whatsoever, or it is or becomes unlawful for any person (other than a
                                         Finance Party) to perform any material obligations under a Project Document (other than
                                         the Joint Venture Agreement);



 


		(c)	Major Project Party does not
                                         have, or ceases to have, power or authority to enter into, perform and deliver, or has
                                         not taken all necessary action to authorise its entry into and performance and delivery
                                         of:



 




    	 	169



     


    

 


		(i)	the Transaction Documents to
                                         which it is a party; and



 


		(ii)	the transactions contemplated
                                         by those documents;



 


		(d)	party to a Project Document (other
                                         than the Joint Venture Agreement) does not comply with any of its obligations under any
                                         Project Document and, in each case other than where such party is an Obligor or the Operator,
                                         such event has a Material Adverse Effect; or



 


		(e)	notice is given by any party
                                         to a Project Document to terminate or rescind such Project Document or any Project Document
                                         is terminated or rescinded or becomes capable of being terminated or rescinded or any
                                         party evidences an intention to terminate or rescind any Project Document,



 


unless (other than in relation
to the Mining Licences):


 





		(i)	 



 


		(A)	within five (5) Business Days
                                         of the relevant event, the Borrower provides the Facility Agent with an initial outline
                                         plan for the replacement of the relevant Project Document, which is satisfactory to the
                                         Majority Lenders, and consults with the Facility Agent as to such replacement plan;



 


		(B)	within ten (10) Business Days
                                         of such occurrence, the Borrower provides the Facility Agent with a final plan for the
                                         replacement of the relevant Project Document, which is satisfactory to the Majority Lenders;
                                         and



 


		(C)	the Borrower proceeds with
                                         the replacement of the relevant Project Document in accordance with the final plan approved
                                         by the Majority Lenders in order to complete the replacement within twenty (20) Business
                                         Days of the relevant occurrence;



 


		(ii)	in the case of a termination
                                         of a Project Document, the termination occurs as the result of a direction by the Majority
                                         Lenders under clause 26.5 (Project Documents) or with the prior written consent
                                         of the Facility Agent under clause 26.6(e); or



 


		(iii)	in the case of a Project Document
                                         to which no Obligor is a party, a Material Adverse Effect has not occurred as a result
                                         thereof.



 


		28.38	Any Project Document, Project
                                         Authorisation (including the Mining Rights) or Environmental or Social Permit or any
                                         other material agreement entered into or granted to the Operator in relation to the Project:



 


		(a)	or a material provision thereof,
                                         is waived; or



 




    	 	170



     


    

 


		(b)	is assigned or transferred (by
                                         the Operator or another party),



 


in each case
without the prior written consent of the Majority Lenders, unless in the case of a Project Document to which no Obligor is a party,
a Material Adverse Effect has not occurred as a result thereof.


 


		28.39	Any:



 


		(a)	Project Authorisations (including
                                         the Mining Rights) or Environmental or Social Permits required by the Operator to enable
                                         it to lawfully enter into, exercise its rights or comply with its obligations under the
                                         Transaction Documents to which it is a party;



 


		(b)	Project Authorisations (including
                                         the Mining Rights) or Environmental or Social Permits required to lawfully develop, construct,
                                         operate or finance the Project or use the Project Assets in accordance with the Development
                                         Plan, the Life of Mine Plan or the Project Documents (having regard to the Project’s
                                         then current stage of construction or operation); or



 


		(c)	Project Authorisations (including
                                         the Mining Rights) or Environmental or Social Permits required by the Operator make the
                                         Transaction Documents to which it is a party admissible in evidence in the jurisdiction
                                         of its incorporation or in the relevant jurisdiction in respect of that Transaction Document,



 


is cancelled, revoked, challenged,
suspended or annulled.


 


		28.40	The Operator fails to comply
                                         with any material requirement of a Project Authorisation (including the Mining Rights).



 


Environmental matters


 


		28.41	Any material Environmental Contaminant
                                         is discovered or unlawfully released on the Site unless the Majority Lenders have approved
                                         a remedy plan in relation to the same.



 


		28.42	Any Finance Party becomes subject
                                         to any liability or obligation under any applicable Environmental Law in connection with
                                         the Project or an Obligor.



 


		28.43	Any Finance Party's rights under
                                         any Finance Document are subordinated to the rights of any other party pursuant to an
                                         applicable Environmental Law or are otherwise adversely affected by an applicable Environmental
                                         Law.



 


		28.44	Any material assets owned, operated,
                                         leased, licensed or utilised by the Operator (including any Project Assets) ceases to
                                         be, owned, operated, leased, licensed or utilised by the Operator or any other relevant
                                         person, in compliance with the Integrated Environmental and Social Management Plan, any
                                         Environmental and Social Standards or any Environmental and Social Permits.



 




    	 	171



     


    

 


		28.45	The Operator does not comply:



 


		(a)	with the terms of any Environmental
                                         or Social Permits;



 


		(b)	with or observe or carry out
                                         the Project in accordance with all applicable Environmental and Social Standards; or



 


		(c)	with or carry out the Project
                                         in accordance with the Integrated Environmental and Social Management Plan.



 


Property and use of assets


 


		28.46	The Operator does not maintain,
                                         preserve, protect or keep any of its ownership, lease, use, licence and other interests
                                         in the Project Assets (including the Mining Rights) as are necessary for it to be able
                                         to operate the Project in accordance with Good Industry Practice, the Development Plan
                                         and the Life of Mine Plan.



 


		28.47	The Operator does not acquire
                                         (by the date it is required in relation to the Project) any Project Assets, Project Authorisations
                                         or Mining Rights, or does not obtain (by the date it is required in relation to the Project)
                                         such other surface and other rights as are necessary for access rights, water rights,
                                         plant sites, tailings disposal, waste dumps, ore dumps, abandoned heaps and ancillary
                                         facilities which are required in connection with the development of the Project substantially
                                         in accordance with the Development Plan or the Life of Mine Plan.



 


Compulsory acquisition


 


		28.48	Any Project Asset which has a
                                         value in excess of [REDACTED] or is otherwise material to the Project is seized, expropriated,
                                         nationalised, acquired, confiscated, requisitioned or administered (whether compulsorily
                                         or not) by any Competent Authority, unless (other than in relation to any Mining Rights):



 


		(a)	within five (5) Business Days
                                         of the relevant event, the Borrower provides the Facility Agent with an initial outline
                                         plan for the replacement of the relevant Project Asset or remedy of the relevant event,
                                         which is satisfactory to the Majority Lenders, and consults with the Facility Agent as
                                         to such replacement plan;



 


		(b)	within ten (10) Business Days
                                         of such occurrence, the Borrower provides the Facility Agent with a final plan for the
                                         replacement of the relevant Project Asset or remedy of the relevant event, which is satisfactory
                                         to the Majority Lenders; and



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	172



     


    

 


		(c)	the Borrower proceeds with the
                                         replacement of the relevant Project Asset or remedy of the relevant event in accordance
                                         with the final plan approved by the Majority Lenders in order to complete the replacement
                                         within twenty (20) Business Days of the relevant occurrence.



 


		28.49	All or any part of the Parent's
                                         shares in the Borrower or the Borrower's shares in Ontario are seized, expropriated,
                                         nationalised, acquired, confiscated, requisitioned or administered (whether compulsorily
                                         or not) by any Competent Authority.



 


		28.50	All or any part of the Ontario's
                                         or the Operator’s rights under the Transaction Documents are forfeited, suspended
                                         or otherwise abrogated by any Competent Authority.



 


Litigation


 


		28.51	Any claim, litigation, arbitration
                                         or administrative proceeding (including an Environmental or Social Claim) is taking place,
                                         pending or threatened against any Major Project Party which, if adversely determined,
                                         is reasonably likely to have a Material Adverse Effect.



 


Abandonment and suspension


 


		28.52	The whole or a substantial part
                                         of the Project Assets are lost or damaged.



 


		28.53	Ontario or the Operator abandons
                                         or suspends the construction or operation of all or a material part of the Project (other
                                         than for (i) routine and scheduled maintenance or (ii) without prejudice to clause 28.26
                                         (Access to the Project: Ice road), any seasonal suspension that is weather-related)
                                         for a period exceeding twenty-one (21) days or abandons or suspends Project Production
                                         for a period exceeding five (5) days, or in each case evidences an intention to do so.



 


		28.54	Ontario or the Operator abandons
                                         or suspends the construction or operation of all or a material part of the Project (other
                                         than for (i) routine and scheduled maintenance or (ii) without prejudice to clause 28.26
                                         (Access to the Project: Ice road), any seasonal suspension that is weather-related)
                                         for two or more periods which, in aggregate, exceed sixty (60) days.



 


Insurance


 


		28.55	Any Insurance, or any other material
                                         insurance required to be effected in respect of the Project, (whether obtained by an
                                         Obligor, the Operator, the Diamond Broker or the Diamond Transporter):



 


		(a)	is amended, modified or cancelled
                                         other than in a manner consistent with the Finance Documents;



 


		(b)	is unavailable at the time it
                                         is required to be effected; or



 


		(c)	is avoided.



 




    	 	173



     


    

 


		28.56	Any Insurance, or any other material
                                         insurance required to be effected in respect of the Project, (whether required to be
                                         obtained by an Obligor, the Operator, the Diamond Broker or the Diamond Transporter):



 


		(a)	is not obtained or maintained
                                         as required by the Finance Documents; or



 


		(b)	is not, or ceases to be, in full
                                         force and effect,



 


unless the
Insurance is, prior to its cessation, replaced by insurance on substantially similar terms and in form and substance satisfactory
to the Facility Agent (acting in consultation with the Independent Insurance Consultant).


 


		28.57	Any Obligor, the Operator, the
                                         Diamond Broker or the Diamond Transporter does, or omits to do anything, or an event
                                         or circumstance occurs, which makes, or could make, any Insurances void, voidable or
                                         subject to any restriction or limitation.



 


		28.58	Any Obligor, the Operator, the
                                         Diamond Broker or the Diamond Transporter fails to:



 


		(a)	comply with the insurance requirements
                                         set out in Schedule 9 (Insurances) and any other insurance requirements determined
                                         by the Facility Agent or the Insurance Agent in accordance with clauses 26.36 or 26.40
                                         (Diamond sales), in respect of the Project, the Borrower and the Diamonds, as
                                         applicable;



 


		(b)	ensure that the Insurances are
                                         in full force and effect and that all premia are paid when due; and



 


		(c)	ensure that the conditions of
                                         the Insurances are complied with.



 


		28.59	Any insurer is entitled to avoid
                                         or otherwise reduce its liability under any Insurance or other insurance required to
                                         be effected under any Project Document, unless the Insurance is, prior to its cessation,
                                         replaced by insurance on substantially similar terms and in form and substance satisfactory
                                         to the Facility Agent (acting in consultation with the Independent Insurance Consultant).



 


Material Adverse Effect


 


		28.60	Any event occurs or series of
                                         events occur (including a change to any law or regulation) which individually or together
                                         has a Material Adverse Effect.



 


Consequences of an Event
of Default


 


		28.61	If an Event of Default has occurred
                                         and is continuing then the Facility Agent may, and must if so directed by the Majority
                                         Lenders, by giving notice to the Borrower:



 


		(a)	cancel all or any part of the
                                         Total Commitments; and/or



 




    	 	174



     


    

 


		(b)	demand repayment of all or part
                                         of any Loan and payment of other amounts accrued under the Finance Documents; and/or



 


		(c)	declare that all or part of any
                                         Loan is repayable, and any other amounts accrued or outstanding under the Finance Documents
                                         are immediately due and payable, whereupon they shall become immediately due and payable;
                                         and/or



 


		(d)	take any steps to enforce any
                                         rights of the Finance Parties under the Security Documents; and/or



 


		(e)	declare that no withdrawals may
                                         be made from any Project Account (except the Distribution Account); and/or



 


		(f)	take any steps contemplated in
                                         any Direct Agreement; and/or



 


		(g)	require the termination of any
                                         Hedging Agreement in the manner contemplated by clause 10.1 (Close out of Hedging
                                         Agreements) of the Intercreditor Deed.



 


		29	Changes to the Lenders



 


Assignments and transfers
by the Lenders


 


		29.1	Subject to this clause 29 (Changes
                                         to the Lenders) a Lender (the Existing Lender) may:



 


		(a)	assign any of its rights; or



 


		(b)	transfer by novation any of its
                                         rights and obligations,



 


under any Finance Document
to a New Lender.


 


		29.2	An Existing Lender must consult
                                         with the Borrower for no more than three (3) Business Days before it may make an assignment
                                         or transfer in accordance with clause 29.1 unless the assignment or transfer is:



 


		(a)	to an Affiliate or a Related
                                         Fund of an Existing Lender;



 


		(b)	made at a time when a Default
                                         has occurred and is continuing.



 


		29.3	No Existing Lender may make an
                                         assignment or transfer in accordance with clause 29.1 to a New Lender whose stated purpose
                                         or primary business is to invest in distressed debt unless a Default has occurred and
                                         is continuing.



 


		29.4	An assignment or transfer will
                                         only be effective on:



 


		(a)	receipt by the Facility Agent
                                         of written confirmation from the New Lender (in form and substance satisfactory to the
                                         Facility Agent) that the New Lender will assume the same obligations to the other Finance
                                         Parties as it would have been under if it was an Original Lender;



 




    	 	175



     


    

 


		(b)	the New Lender entering into
                                         the documentation required for it to accede as a party to the Intercreditor Deed; and



 


		(c)	the performance by the Facility
                                         Agent of all necessary "know your customer" or other similar checks under all
                                         applicable laws and regulations in relation to such assignment to a New Lender, the completion
                                         of which the Facility Agent shall promptly notify to the Existing Lender and the New
                                         Lender.



 


		29.5	Any transfer will only be effective
                                         if the New Lender enters into the documentation required for it to accede as a party
                                         to the Intercreditor Deed and if the procedure set out in clauses 29.13 to 29.16 (Procedure
                                         for transfer) is complied with.



 


		29.6	If:



 


		(a)	a Lender assigns or transfers
                                         any of its rights or obligations under the Finance Documents or changes its Facility
                                         Office; and



 


		(b)	as a result of circumstances
                                         existing at the date the assignment, transfer or change occurs, an Obligor would be obliged
                                         to make a payment to the New Lender or Lender acting through its new Facility Office
                                         under clause 12 (Tax Gross-up and indemnities) or clause 13 (Increased costs),



 


then the New Lender or Lender
acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing
Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
This clause 29.6 shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication
of the Facility.


 


		29.7	Each New Lender, by executing
                                         the relevant Transfer Certificate confirms, for the avoidance of doubt, that the Facility
                                         Agent has authority to execute on its behalf any amendment or waiver that has been approved
                                         by or on behalf of the requisite Lender or Lenders in accordance with this Agreement
                                         on or prior to the date on which the transfer or assignment becomes effective in accordance
                                         with this Agreement and that it is bound by that decision to the same extent as the Existing
                                         Lender would have been had it remained a Lender.



 


Assignment or transfer
fee


 


		29.8	Unless the Facility Agent otherwise
                                         agrees and excluding an assignment or transfer (a) to an Affiliate of a Lender, (b) to
                                         a Related Fund or (c) made in connection with primary syndication of the Facility, the
                                         New Lender shall, on the date upon which an assignment or transfer takes effect, pay
                                         to the Facility Agent (for its own account) a fee of two thousand Dollars (US$2,000).



 




    	 	176



     


    

 


		29.9	Any expenses (excluding any expenses
                                         or other costs payable pursuant to clauses 12 (Tax Gross-up and indemnities) and
                                         13 (Increased costs)) associated with the introduction of the New Lender or the
                                         assignment or transfer of the rights of any Existing Lender shall be borne by the New
                                         Lender and/or Existing Lenders and shall not be to the account of the Borrower or any
                                         Obligor (save in respect of the Borrower's own costs in consulting in accordance with
                                         clause 29.2 (Assignments and transfers by the Lenders)).



 


Limitation of responsibility
of Existing Lenders


 


		29.10	Unless expressly agreed to the
                                         contrary, an Existing Lender makes no representation or warranty and assumes no responsibility
                                         to a New Lender for:



 


		(a)	the legality, validity, effectiveness,
                                         adequacy or enforceability of the Finance Documents or any other documents;



 


		(b)	the financial condition of the
                                         Borrower or any Major Project Party;



 


		(c)	the performance and observance
                                         by the Borrower, any Major Project Party or any other person of its obligations under
                                         the Finance Documents or any other documents; or



 


		(d)	the accuracy of any statements
                                         (whether written or oral) made in, or in connection with, any Finance Document or any
                                         other document,



 


and any representations or
warranties implied by law are excluded.


 


		29.11	Each New Lender confirms to the
                                         Existing Lender and the other Finance Parties that it:



 


		(a)	has made, and shall continue
                                         to make, its own independent investigation and assessment of the financial condition
                                         and affairs of the Borrower, each counterparty to the Project Documents, each Major Project
                                         Party and their related entities in connection with its participation in this Agreement
                                         and has not relied exclusively on any information provided to it by the Existing Lender
                                         or any other Finance Party in connection with any Transaction Document or Security Interest;
                                         and



 


		(b)	will continue to make its own
                                         independent appraisal of the creditworthiness of the Borrower, each counterparty to the
                                         Project Documents, each Major Project Party and their related entities whilst any amount
                                         is or may be outstanding under the Finance Documents or any Commitment is outstanding.



 


		29.12	Nothing in any Finance Document
                                         obliges an Existing Lender to:



 


		(a)	accept a re-transfer from a New
                                         Lender of any of the rights and obligations assigned or transferred under this clause
                                         29 (Changes to the Lenders); or



 




    	 	177



     


    

 


		(b)	support any losses directly or
                                         indirectly incurred by the New Lender by reason of the non-performance by the Borrower,
                                         any Major Project Party or any other person of their respective obligations under the
                                         Finance Documents or otherwise.



 


Procedure for transfer


 


		29.13	Subject to the conditions set
                                         out in clause 29.1 to 29.7 (Assignments and transfers by the Lenders) above transfer
                                         is effected in accordance with clause 29.16 below when the Facility Agent executes an
                                         otherwise duly completed Transfer Certificate delivered to it by the Existing Lender
                                         and the New Lender. The Facility Agent shall, subject to clause 29.15 below, as soon
                                         as reasonably practicable after receipt by it of a duly completed Transfer Certificate
                                         appearing on its face to comply with the terms of this Agreement and delivered in accordance
                                         with the terms of this Agreement, execute that Transfer Certificate.



 


		29.14	Each Obligor and the other Finance
                                         Parties irrevocably authorise the Facility Agent to execute any Transfer Certificate
                                         on their behalf, without any consultation with them.



 


		29.15	The Facility Agent shall only
                                         be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and
                                         the New Lender once it is satisfied it has complied with all necessary "know your
                                         customer" or other similar checks under all applicable laws and regulations in relation
                                         to the transfer to such New Lender.



 


		29.16	On the Transfer Date:



 


		(a)	to the extent that in the Transfer
                                         Certificate the Existing Lender seeks to transfer by novation its rights and obligations
                                         under the Finance Documents, each Obligor and the Existing Lender shall be released from
                                         further obligations towards one another under such Finance Documents and their respective
                                         rights against one another under such Finance Documents shall be cancelled (being the
                                         Discharged Rights and Obligations);



 


		(b)	each Obligor and the New Lender
                                         shall assume obligations towards one another and/or acquire rights against one another
                                         which differ from the Discharged Rights and Obligations only insofar as that Obligor
                                         and the New Lender have assumed and/or acquired the same in place of that Obligor and
                                         the Existing Lender;



 


		(c)	the Facility Agent, the Joint
                                         Lead Arrangers, the New Lender and other Finance Parties shall acquire the same rights
                                         and assume the same obligations between themselves as they would have acquired and assumed
                                         had the New Lender been an Original Lender with the rights and/or obligations acquired
                                         or assumed by it as a result of the transfer and to that extent the Facility Agent, the
                                         Joint Lead Arranger, the Existing Lender and the other Finance Parties shall each be
                                         released from further obligations to each other under such Finance Documents; and



 


		(d)	the New Lender shall become a
                                         party to the Finance Documents as a Lender.



 




    	 	178



     


    

 


Copy of Transfer Certificate
to Borrower


 


		29.17	The Facility Agent shall, as
                                         soon as reasonably practicable after it has executed a Transfer Certificate, send to
                                         the Borrower a copy of that Transfer Certificate.



 


Accession of Hedge Providers


 


		29.18	Any person which becomes a party
                                         to the Intercreditor Deed as a Hedge Provider in accordance with clause 16.3 (Joining
                                         this Deed) of the Intercreditor Deed shall, at the same time, become a Party to this
                                         Agreement as a Hedge Provider.



 


Security over Lender’s
rights


 


		29.19	In addition to the other rights
                                         provided to Lenders under this clause 29, each Lender may without consulting with or
                                         obtaining consent from any Obligor, at any time charge, assign or otherwise create a
                                         Security Interest in or over (whether by way of collateral or otherwise) all or any of
                                         its rights under any Finance Document to secure obligations of that Lender including,
                                         without limitation:



 


		(a)	any charge, assignment or other
                                         Security Interest to secure obligations to a federal reserve or central bank; and



 


		(b)	in the case of any Lender which
                                         is a fund, any charge, assignment or other Security Interest granted to any holders (or
                                         trustee or representatives of holders) of obligations owed, or securities issued, by
                                         that Lender as security for those obligations or securities,



 


provided
that no such charge, assignment or Security Interest shall:


 


		(i)	release a Lender from any of
                                         its obligations under the Finance Documents or substitute the beneficiary of the relevant
                                         charge, assignment or Security Interest for the Lender as a party to any of the Finance
                                         Documents; or



 


		(ii)	require any payments to be
                                         made by an Obligor other than or in excess of, or grant to any person any more extensive
                                         rights than, those required to be made or granted to the relevant Lender under the Finance
                                         Documents.



 


		30	Changes to Obligors



 


		30.1	No Obligor may assign any of its
                                         rights or transfer any of its rights or obligations in whole or in part under the Finance
                                         Documents.



 




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		31	Role of the Facility Agent, the
                                         Insurance Agent, the Marketing Agent, the Technical Agent and the Joint Lead Arrangers



 


Appointment of the Facility
Agent


 


		31.1	Each Finance Party (other than
                                         the Facility Agent) appoints the Facility Agent to act as its agent under and in connection
                                         with the Finance Documents.



 


		31.2	Each Finance Party authorises
                                         the Facility Agent to exercise the rights, powers, authorities and discretions specifically
                                         given to the Facility Agent under or in connection with the Finance Documents together
                                         with any other incidental rights, powers, authorities and discretions.



 


Duties of the Facility
Agent


 


		31.3	Subject to clause 31.5 below,
                                         the Facility Agent shall:



 


		(a)	promptly forward to a Party the
                                         original or a copy of any document which is delivered to the Facility Agent for that
                                         Party by any other Party; and



 


		(b)	notify the Lenders and the Hedge
                                         Providers of any repayment, prepayment or cancellation of Commitments, made under this
                                         Agreement.



 


		31.4	Without prejudice to clause 29.17
                                         (Copy of Transfer Certificate to Borrower), clause 31.3 above shall not apply
                                         to any Transfer Certificate.



 


		31.5	Except where a Finance Document
                                         specifically provides otherwise, the Facility Agent is not obliged to review or check
                                         the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		31.6	If the Facility Agent receives
                                         notice from a Party referring to this Agreement, describing a Default and stating that
                                         the circumstance described is a Default, it shall promptly notify the Finance Parties.



 


		31.7	If the Facility Agent is aware
                                         of the non-payment of any principal, interest, commitment fee, any other fee or any other
                                         amounts due and payable under the Finance Documents to a Finance Parties (other than
                                         a payment to either the Facility Agent or the Joint Lead Arrangers for their own account)
                                         it shall promptly notify the other Finance Parties.



 


		31.8	The Facility Agent shall provide
                                         to the Borrower within ten (10) Business Days of a request by the Borrower (but no more
                                         frequently than once per calendar month, a list (which may be in electronic form) setting
                                         out the names of the Lenders as at the date of that request, their respective Commitments,
                                         the address and fax number (and the department or officer, if any, for whose attention
                                         any communication is to be made) of each Lender for any communication to be made or document
                                         to be delivered under or in connection with the Finance Documents, the electronic mail
                                         address and/or any other information required to enable the sending and receipt of information
                                         by electronic mail or other electronic means to and by each Lender to whom any communication
                                         under or in connection with the Finance Documents may be made by that means and the account
                                         details of each Lender for any payment to be distributed by the Facility Agent to that
                                         Lender under the Finance Documents.



 




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		31.9	The Facility Agent is not obliged
                                         to disclose to any Finance Party any details of the rate notified to the Facility Agent
                                         by any Lender or the identity of any such Lender for the purpose of clause 10.6 (Market
                                         disruption).



 


		31.10	The Facility Agent's duties under
                                         the Finance Documents are solely mechanical and administrative in nature.



 


Role of the Joint Lead
Arrangers


 


		31.11	Except as specifically provided
                                         in the Finance Documents, the Joint Lead Arrangers have no obligations of any kind to
                                         any other Party under or in connection with any Finance Document.



 


No fiduciary duties


 


		31.12	Nothing in this Agreement constitutes
                                         the Facility Agent or any Joint Lead Arranger as a trustee or fiduciary of any other
                                         person.



 


		31.13	Neither the Facility Agent, the
                                         Security Trustee nor the Joint Lead Arrangers shall be bound to account to any Lender
                                         for any sum or the profit element of any sum received by it for its own account.



 


Business with other parties


 


		31.14	The Facility Agent, the Security
                                         Trustee and the Joint Lead Arrangers may accept deposits from, lend money to and generally
                                         engage in any kind of banking or other business with any member of the Group and any
                                         other party to a Transaction Document.



 


Rights and discretions


 


		31.15	The Facility Agent may rely on:



 


		(a)	any representation, notice or
                                         document believed by it to be genuine, correct and appropriately authorised; and



 


		(b)	any statement made by a director,
                                         authorised signatory or employee of any person regarding any matters which may reasonably
                                         be assumed to be within his knowledge or within his power to verify.



 


		31.16	The Facility Agent may assume
                                         (unless it has received notice to the contrary in its capacity as agent for the Finance
                                         Parties) that:



 




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		(a)	no Default has occurred (unless
                                         it has actual knowledge of a Default arising under clause 28.2 (Non-payment));
                                         and



 


		(b)	any right, power, authority or
                                         discretion vested in any Party or the Majority Lenders has not been exercised.



 


		31.17	The Facility Agent may engage,
                                         pay for and rely on the advice or services of any lawyers, accountants, surveyors or
                                         other experts.



 


		31.18	The Facility Agent may act in
                                         relation to the Finance Documents through its personnel and agents.



 


		31.19	The Facility Agent may disclose
                                         to any other Party any information it reasonably believes it has received as agent under
                                         the Finance Documents.



 


		31.20	Notwithstanding any other provision
                                         of any Finance Document to the contrary, neither the Facility Agent nor any Joint Lead
                                         Arranger is obliged to do or omit to do anything if it would or might in its reasonable
                                         opinion constitute a breach of any law or regulation or a breach of a fiduciary duty
                                         or duty of confidentiality.



 


Majority Lenders' instructions


 


		31.21	Unless a contrary indication
                                         appears in a Finance Document, the Facility Agent shall:



 


		(a)	exercise any right, power, authority
                                         or discretion vested in it as Agent in accordance with any instructions given to it by
                                         the requisite instructing majority in accordance with clause 39 (Amendments and waivers)
                                         (or, if so instructed by the requisite instructing majority, refrain from exercising
                                         any right, power, authority or discretion vested in it as Agent);



 


		(b)	refrain from exercising any right,
                                         power, authority or discretion vested in it as Agent under the Finance Documents until
                                         it has received instructions from the requisite instructing majority in accordance with
                                         clause 39 (Amendments and waivers); and



 


		(c)	not be liable for any act (or
                                         omission) if it acts (or refrains from taking any action) in accordance with an instruction
                                         of the requisite instructing majority in accordance with clause 39 (Amendments and
                                         waivers).



 


		31.22	Unless a contrary indication
                                         appears in a Finance Document, any instructions given by the requisite instructing majority
                                         in accordance with clause 39 (Amendments and waivers) will be binding on all the
                                         Finance Parties.



 


		31.23	The Facility Agent may refrain
                                         from acting in accordance with the instructions of the requisite instructing majority
                                         in accordance with clause 39 (Amendments and waivers) and the Intercreditor Deed
                                         until it has received such security as it may require for any cost, loss or liability
                                         (together with any associated VAT) which it may incur in complying with the instructions.



 




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		31.24	In the absence of instructions
                                         from the requisite instructing majority in accordance with clause 39 (Amendments and
                                         waivers) and the Intercreditor Deed the Facility Agent may act (or refrain from taking
                                         action) as it considers to be in the best interest of the Finance Parties.



 


		31.25	The Facility Agent is not authorised
                                         to act in the name of a Lender (without first obtaining that Lender's consent) in any
                                         legal or arbitration proceedings relating to any Finance Document.



 


Responsibility for documentation


 


		31.26	Neither the Facility Agent nor
                                         the Joint Lead Arrangers:



 


		(a)	are responsible for the adequacy,
                                         accuracy and/or completeness of any information (whether oral or written) supplied by
                                         the Facility Agent, the Joint Lead Arrangers, the Borrower or any other person given
                                         in, or in connection with, any Finance Document or the Information Memorandum;



 


		(b)	are responsible for the legality,
                                         validity, effectiveness, adequacy or enforceability of any Finance Document or any other
                                         agreement, arrangement or document entered into, made or executed in anticipation of
                                         or in connection with any Finance Document; or



 


		(c)	are responsible for any determination
                                         as to whether any information provided or to be provided to any Finance Party is non-public
                                         information the use of which may be regulated or prohibited by applicable law or regulation
                                         relating to insider dealing or otherwise.



 


Exclusion of liability


 


		31.27	Without limiting clause 31.28
                                         below (and without prejudice to the provisions of clause 33.17 (Disruption to Payment
                                         Systems)) the Facility Agent shall not be liable for any action taken by it under,
                                         or in connection with, any Finance Document, unless directly caused by its gross negligence
                                         or wilful misconduct.



 


		31.28	No Party (other than the Facility
                                         Agent) shall take any proceedings against any officer, employee or agent of the Facility
                                         Agent in respect of any claim it might have against the Facility Agent or in respect
                                         of any act or omission of any kind by that officer, employee or agent in relation to
                                         any Finance Document and any officer, employee or agent of the Facility Agent may rely
                                         on this clause subject to clauses 1.6 and 1.7 (Third party rights) and the provisions
                                         of the Third Parties Act.



 




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		31.29	The Facility Agent will not be
                                         liable for any delay (or any related consequences) in crediting an account with an amount
                                         required under the Finance Documents to be paid by the Facility Agent if the Facility
                                         Agent has taken all necessary steps as soon as reasonably practicable to comply with
                                         the regulations or operating procedures of any recognised clearing or settlement system
                                         used by the Facility Agent for that purpose.



 


		31.30	Nothing in this Agreement shall
                                         oblige the Facility Agent or the Joint Lead Arrangers to carry out any "know your
                                         customer" or other checks in relation to any person on behalf of any Lender and
                                         each Lender confirms to the Facility Agent and the Joint Lead Arranger that it is solely
                                         responsible for any such checks it is required to carry out and that it may not rely
                                         on any statement in relation to such checks made by the Facility Agent or the Joint Lead
                                         Arrangers.



 


Lenders' indemnity to
the Facility Agent


 


		31.31	Each Lender shall (in proportion
                                         to its share of the Total Commitments or, if the Total Commitments are then zero (0),
                                         to its share of the Total Commitments immediately prior to their reduction to zero (0))
                                         indemnify the Facility Agent, within three (3) Business Days of demand, against any cost,
                                         loss or liability (including, without limitation, in relation to any FATCA-related liability)
                                         incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross
                                         negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant
                                         to clause 33.17 (Disruption to payment systems) notwithstanding the Facility Agent's
                                         negligence, gross negligence, or any other category of liability whatsoever but not including
                                         any claim based on the fraud of the Facility Agent) in acting as agent under the Finance
                                         Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a
                                         Finance Document).



 


Resignation of the Facility
Agent


 


		31.32	The Facility Agent may resign
                                         and appoint one of its Affiliates as successor by giving notice to the other Finance
                                         Parties and the Borrower.



 


		31.33	Alternatively, the Facility Agent
                                         may resign by giving not less than thirty (30) days written notice to the other Finance
                                         Parties and the Borrower, in which case the Majority Lenders (after consultation with
                                         the Borrower) may appoint a successor Facility Agent.



 


		31.34	If the Majority Lenders have
                                         not appointed a successor Facility Agent in accordance with clause 31.33 above within
                                         thirty (30) days after notice of resignation was given, the retiring Facility Agent (after
                                         consultation with the Borrower) may appoint a successor Facility Agent.



 


		31.35	The retiring Facility Agent shall,
                                         at its own cost, make available to the successor Facility Agent such documents and records
                                         and provide such assistance as the successor Facility Agent may reasonably request for
                                         the purposes of performing its functions as Facility Agent under the Finance Documents.



 


		31.36	The Facility Agent's resignation
                                         notice shall only take effect upon the appointment of a successor.



 




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		31.37	Upon the appointment of a successor,
                                         the retiring Facility Agent shall be discharged from any further obligation in respect
                                         of the Finance Documents but shall remain entitled to the benefit of this clause 31 (Role
                                         of the Facility Agent, the Insurance Agent, the Marketing Agent, the Technical Agent
                                         and the Joint Lead Arrangers). The Facility Agent's successor and each of the other
                                         Parties shall have the same rights and obligations amongst themselves as they would have
                                         had if such successor had been an original Party.



 


		31.38	After consultation with the Borrower,
                                         the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance
                                         with clause 31.33 above. In this event, the Facility Agent shall resign in accordance
                                         with clause 31.33 above.



 


Confidentiality


 


		31.39	In acting as agent for the Finance
                                         Parties, the Facility Agent shall be regarded as acting through its agency division which
                                         shall be treated as a separate entity from any other of its divisions or departments.



 


		31.40	If information is received by
                                         another division or department of the Facility Agent, it may be treated as confidential
                                         to that division or department and the Facility Agent shall not be deemed to have notice
                                         of it.



 


		31.41	Notwithstanding any other provision
                                         of any Finance Document to the contrary, neither the Facility Agent nor the Arranger
                                         are obliged to disclose to any other person:



 


		(a)	any confidential information;
                                         or



 


		(b)	any other information if the
                                         disclosure would or might in its reasonable opinion constitute a breach of any law or
                                         a breach of a fiduciary duty.



 


Relationship with the
Lenders


 


		31.42	The Facility Agent may treat
                                         the person shown in its records as Lender at the opening of business (in the place of
                                         the Facility Agent's principal office as notified to the Finance Parties from time to
                                         time) as the Lender acting through its Facility Office:



 


		(a)	entitled to or liable for any
                                         payment due under any Finance Document on that day; and



 


		(b)	entitled to receive and act upon
                                         any notice, request, document or communication or make any decision or determination
                                         under any Finance Document made or delivered on that day,



 


unless it has received not
less than five (5) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.


 




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		31.43	Each Lender shall supply the
                                         Facility Agent with any information required by the Facility Agent in order to calculate
                                         the Mandatory Cost in accordance with Schedule 7 (Mandatory Cost Formula).



 


		31.44	Each Lender shall supply the
                                         Facility Agent with any information that the Security Trustee may reasonably specify
                                         (through the Facility Agent) as being necessary or desirable to enable the Security Trustee
                                         to perform its functions as Security Trustee.



 


		31.45	Any Lender may by notice to the
                                         Facility Agent appoint a person to receive on its behalf all notices, communications,
                                         information and documents to be made or despatched to that Lender under the Finance Documents.
                                         Such notice shall contain the address, fax number and electronic mail address and/or
                                         any other information required to enable the sending and receipt of information by that
                                         means (and, in each case, the department or officer, if any, for whose attention communication
                                         is to be made) and be treated as a notification of a substitute address, fax number,
                                         electronic mail address, department and officer by that Lender for the purposes of clause
                                         35.2 (Addresses) and the Facility Agent shall be entitled to treat such person
                                         as the person entitled to receive all such notices, communications, information and documents
                                         as though that person were that Lender.



 


Credit appraisal by the
Lenders


 


		31.46	Without affecting the responsibility
                                         of any Obligor for information supplied by it or on its behalf in connection with any
                                         Finance Document, each Finance Party confirms to the Facility Agent and the Joint Lead
                                         Arrangers that it has been, and will continue to be, solely responsible for making its
                                         own independent appraisal and investigation of all risks arising under or in connection
                                         with any Finance Document including but not limited to:



 


		(a)	the financial condition, status
                                         and nature of the Borrower, each Relevant Party, each Major Project Party and the counterparties
                                         to the Project Documents;



 


		(b)	the legality, validity, effectiveness,
                                         adequacy or enforceability of any Finance Document, the Security Interests and any other
                                         agreement, arrangement or document entered into, made or executed in anticipation of,
                                         under or in connection with any Finance Document or the Security Interests;



 


		(c)	whether that Finance Party has
                                         recourse, and the nature and extent of that recourse, against any Party or any of its
                                         respective assets under or in connection with any Finance Document or the Security Interests,
                                         the transactions contemplated by the Finance Documents or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of, under or in connection
                                         with any Finance Document;



 




    	 	186



     


    

 


		(d)	the adequacy, accuracy and/or
                                         completeness of the information or any reports provided by any adviser and any other
                                         information provided by the Facility Agent, any Party or by any other person under or
                                         in connection with any Finance Document, the transactions contemplated by the Finance
                                         Documents or any other agreement, arrangement or document entered into, made or executed
                                         in anticipation of, under or in connection with any Finance Document; and



 


		(e)	the right or title of any person
                                         in or to, or the value or sufficiency of any part of the assets subject to or intended
                                         to be subject to the Security Documents, the priority of any of the Security Interests
                                         or the existence of any Security Interests affecting the assets subject to or intended
                                         to be subject to the Security Documents.



 


Deduction from amounts
payable by the Facility Agent


 


		31.47	If any Party owes an amount to
                                         the Facility Agent under the Finance Documents the Facility Agent may, after giving notice
                                         to that Party, deduct an amount not exceeding that amount from any payment to that Party
                                         which the Facility Agent would otherwise be obliged to make under the Finance Documents
                                         and apply the amount deducted in or towards satisfaction of the amount owed. For the
                                         purposes of the Finance Documents that Party shall be regarded as having received any
                                         amount so deducted.



 


Reliance and engagement
letters


 


		31.48	Each Finance Party confirms that
                                         each of the Joint Lead Arrangers and the Facility Agent has authority to accept on its
                                         behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted
                                         by the Joint Lead Arrangers or Agent) the terms of any reliance letter or engagement
                                         letters relating to any reports or letters provided by the advisers or others in connection
                                         with the Finance Documents or the transactions contemplated in the Finance Documents
                                         and to bind it in respect of those reports or letters and to sign such letters on its
                                         behalf and further confirms that it accepts the terms and qualifications set out in such
                                         letters.



 


Agent’s time management


 


		31.49	Following an Event of Default,
                                         any amount payable to the Facility Agent pursuant to clause 14.4 (Indemnity to the
                                         Facility Agent and Security Trustee), clause 16 (Costs and Expenses) and clause
                                         31.31 (Lenders’ Indemnity to the Facility Agent) shall additionally include
                                         the cost of utilising the Facility Agent’s management time or other resources and
                                         will be calculated on the basis of such reasonable daily or hourly rates as the Facility
                                         Agent may notify to the Borrower and the Lenders, and will be in addition to any fees
                                         paid or payable pursuant to the Facility Agent under clause 11.5 (Facility Agent fee).



 


Appointment of Consultants


 


		31.50	The Facility Agent may (unless
                                         a Default has occurred and is continuing, acting reasonably, and in all cases following
                                         consultation with the Borrower and the Finance Parties at the cost and expense of the
                                         Borrower):



 




    	 	187



     


    

 


		(a)	appoint additional consultants
                                         or advisers to act on behalf of the Finance Parties in relation to the Project; and



 


		(b)	if any Consultant or the Independent
                                         Model Auditor resigns or its appointment ceases or is terminated, appoint a reputable
                                         replacement Consultant or Independent Model Auditor.



 


Appointment of Insurance
Agent


 


		31.51	Each Finance Party (other than
                                         the Insurance Agent) appoints the Insurance Agent to act as its insurance agent under
                                         and in connection with the Finance Documents.



 


		31.52	Each Finance Party authorises
                                         the Insurance Agent to exercise the rights, powers, authorities and discretions specifically
                                         given to the Insurance Agent under or in connection with the Finance Documents together
                                         with any other incidental rights, powers, authorities and discretions.



 


Duties of the Insurance
Agent


 


		31.53	Subject to clause 31.54 below,
                                         the Insurance Agent shall promptly forward to a Party the original or a copy of any document
                                         which is delivered to the Insurance Agent for that Party by any other Party.



 


		31.54	Except where a Finance Document
                                         specifically provides otherwise, the Insurance Agent is not obliged to review or check
                                         the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		31.55	The Insurance Agent's duties
                                         under the Finance Documents are solely mechanical and administrative in nature.



 


		31.56	Except as specifically provided
                                         in the Finance Documents, the Insurance Agent has no obligations of any kind to any other
                                         Party under or in connection with any Finance Document.



 


No fiduciary duties


 


		31.57	Nothing in this Agreement constitutes
                                         the Insurance Agent as a trustee or fiduciary of any other person.



 


		31.58	The Insurance Agent shall not
                                         be bound to account to any Lender for any sum or the profit element of any sum received
                                         by it for its own account.



 


Business with the Group


 


		31.59	The Insurance Agent may accept
                                         deposits from, lend money to and generally engage in any kind of banking or other business
                                         with any member of the Group.



 




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Application of certain
clauses to Insurance Agent


 


		31.60	Clauses 31.15 (Rights
                                         and discretions) to 31.47 (Deduction from amounts payable by the Facility Agent)
                                         inclusive (other than 31.21 to 31.25 (Majority Lenders’ instructions) shall
                                         each extend so as to apply to the Insurance Agent in its capacity as such and for that
                                         purpose each reference to the “Facility Agent” in these clauses shall
                                         extend to include in addition a reference to the “Insurance Agent” in its
                                         capacity as such.



 


Instructions to Insurance
Agent


 


		31.61	Unless a contrary indication
                                         appears in a Finance Document, the Insurance Agent shall (a) exercise any right, power,
                                         authority or discretion vested in it as Insurance Agent in accordance with any instructions
                                         given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain
                                         from exercising any right, power, authority or discretion vested in it as Insurance Agent)
                                         and (b) not be liable for any act (or omission) if it acts (or refrains from taking any
                                         action) in accordance with such an instruction of the Facility Agent (the Facility Agent
                                         in each case acting on the instructions of the relevant Finance Parties in accordance
                                         with the Intercreditor Deed.



 


		31.62	Unless a contrary indication
                                         appears in a Finance Document, any instructions given by the Agent to the Insurance Agent
                                         in accordance with clause 31.61 above will be binding on the Finance Parties.



 


Appointment of Marketing
Agent


 


		31.63	Each Finance Party (other than
                                         the Marketing Agent) appoints the Marketing Agent to act as its marketing agent under
                                         and in connection with the Finance Documents.



 


		31.64	Each Finance Party authorises
                                         the Marketing Agent to exercise the rights, powers, authorities and discretions specifically
                                         given to the Marketing Agent under or in connection with the Finance Documents together
                                         with any other incidental rights, powers, authorities and discretions.



 


Duties of the Marketing
Agent


 


		31.65	Subject to clause 31.66 below,
                                         the Marketing Agent shall promptly forward to a Party the original or a copy of any document
                                         which is delivered to the Marketing Agent for that Party by any other Party.



 


		31.66	Except where a Finance Document
                                         specifically provides otherwise, the Marketing Agent is not obliged to review or check
                                         the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		31.67	The Marketing Agent's duties
                                         under the Finance Documents are solely mechanical and administrative in nature.



 




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		31.68	Except as specifically provided
                                         in the Finance Documents, the Marketing Agent has no obligations of any kind to any other
                                         Party under or in connection with any Finance Document.



 


No fiduciary duties


 


		31.69	Nothing in this Agreement constitutes
                                         the Marketing Agent as a trustee or fiduciary of any other person.



 


		31.70	The Marketing Agent shall not
                                         be bound to account to any Lender for any sum or the profit element of any sum received
                                         by it for its own account.



 


Business with the Group


 


		31.71	The Marketing Agent may accept
                                         deposits from, lend money to and generally engage in any kind of banking or other business
                                         with any member of the Group.



 


Application of certain
clauses to Marketing Agent


 


		31.72	Clauses 31.15 (Rights
                                         and discretions) to 31.47 (Deduction from amounts payable by the Facility Agent)
                                         inclusive (other than 31.21 to 31.25 (Majority Lenders’ instructions) shall
                                         each extend so as to apply to the Marketing Agent in its capacity as such and for that
                                         purpose each reference to the “Facility Agent” in these clauses shall
                                         extend to include in addition a reference to the “Marketing Agent” in its
                                         capacity as such.



 


Instructions to Marketing
Agent


 


		31.73	Unless a contrary indication
                                         appears in a Finance Document, the Marketing Agent shall (a) exercise any right, power,
                                         authority or discretion vested in it as Marketing Agent in accordance with any instructions
                                         given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain
                                         from exercising any right, power, authority or discretion vested in it as Marketing Agent)
                                         and (b) not be liable for any act (or omission) if it acts (or refrains from taking any
                                         action) in accordance with such an instruction of the Facility Agent (the Facility Agent
                                         in each case acting on the instructions of the relevant Finance Parties in accordance
                                         with the Intercreditor Deed.



 


		31.74	Unless a contrary indication
                                         appears in a Finance Document, any instructions given by the Agent to the Marketing Agent
                                         in accordance with clause 31.73 above will be binding on the Finance Parties.



 


Appointment of Technical
Agent


 


		31.75	Each Finance Party (other than
                                         the Technical Agent) appoints the Technical Agent to act as its technical agent under
                                         and in connection with the Finance Documents.



 


		31.76	Each Finance Party authorises
                                         the Technical Agent to exercise the rights, powers, authorities and discretions specifically
                                         given to the Technical Agent under or in connection with the Finance Documents together
                                         with any other incidental rights, powers, authorities and discretions.



 




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Duties of the Technical
Agent


 


		31.77	Subject to clause 31.78 below,
                                         the Technical Agent shall promptly forward to a Party the original or a copy of any document
                                         which is delivered to the Technical Agent for that Party by any other Party.



 


		31.78	Except where a Finance Document
                                         specifically provides otherwise, the Technical Agent is not obliged to review or check
                                         the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		31.79	The Technical Agent's duties
                                         under the Finance Documents are solely mechanical and administrative in nature.



 


		31.80	Except as specifically provided
                                         in the Finance Documents, the Technical Agent has no obligations of any kind to any other
                                         Party under or in connection with any Finance Document.



 


No fiduciary duties


 


		31.81	Nothing in this Agreement constitutes
                                         the Technical Agent as a trustee or fiduciary of any other person.



 


		31.82	The Technical Agent shall not
                                         be bound to account to any Lender for any sum or the profit element of any sum received
                                         by it for its own account.



 


Business with the Group


 


		31.83	The Technical Agent may accept
                                         deposits from, lend money to and generally engage in any kind of banking or other business
                                         with any member of the Group.



 


Application of certain
clauses to Technical Agent


 


		31.84	Clauses 31.15 (Rights
                                         and discretions) to 31.47 (Deduction from amounts payable by the Facility Agent)
                                         inclusive (other than 31.21 to 31.25 (Majority Lenders’ instructions) shall
                                         each extend so as to apply to the Technical Agent in its capacity as such and for that
                                         purpose each reference to the “Facility Agent” in these clauses shall
                                         extend to include in addition a reference to the “Technical Agent” in its
                                         capacity as such.



 


Instructions to Technical
Agent


 


		31.85	Unless a contrary indication
                                         appears in a Finance Document, the Technical Agent shall (a) exercise any right, power,
                                         authority or discretion vested in it as Technical Agent in accordance with any instructions
                                         given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain
                                         from exercising any right, power, authority or discretion vested in it as Technical Agent)
                                         and (b) not be liable for any act (or omission) if it acts (or refrains from taking any
                                         action) in accordance with such an instruction of the Facility Agent (the Facility Agent
                                         in each case acting on the instructions of the relevant Finance Parties in accordance
                                         with the Intercreditor Deed.



 




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		31.86	Unless a contrary indication
                                         appears in a Finance Document, any instructions given by the Agent to the Technical Agent
                                         in accordance with clause 31.61 above will be binding on the Finance Parties.



 


Documentation Agent


 


		31.87	Except as specifically provided
                                         in the Finance Documents, the Documentation Agent has no obligations of any kind to any
                                         other Party under or in connection with any Finance Document.



 


		32	Conduct of business by the Finance
                                         Parties



 


		32.1	No provision of this Agreement
                                         shall:



 


		(a)	interfere with the right of any
                                         Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks
                                         fit;



 


		(b)	oblige any Finance Party to investigate
                                         or claim any credit, relief, remission or repayment available to it or the extent, order
                                         and manner of any claim; or



 


		(c)	oblige any Finance Party to disclose
                                         any information relating to its affairs (tax or otherwise) or any computations in respect
                                         of Tax.



 


		33	Payment mechanics



 


Payments to the Facility
Agent


 


		33.1	On each date on which an Obligor,
                                         the Security Trustee or a Lender is required to make a payment under a Finance Document,
                                         the Obligor, the Security Trustee or that Lender shall make the same available to the
                                         Facility Agent (unless a contrary indication appears in a Finance Document) for value
                                         on the due date at the time and in such funds specified by the Facility Agent as being
                                         customary at the time for settlement of transactions in the relevant currency in the
                                         place of payment.



 


		33.2	Payment shall be made to such
                                         account in the principal financial centre of the country of that currency with such bank
                                         as the Facility Agent specifies.



 


Distributions by the
Facility Agent


 


		33.3	Each payment received by the Facility
                                         Agent under the Finance Documents for another Party shall, subject to clause 33.4 (Distributions
                                         to the Borrower) and clauses 33.5 and 33.6 (Clawback) be made available by
                                         the Facility Agent as soon as practicable after receipt to the Party entitled to receive
                                         payment in accordance with this Agreement (in the case of a Lender, for the account of
                                         its Facility Office), to such account as that Party may notify to the Facility Agent
                                         by not less than five (5) Business Days' notice with a bank in the principal financial
                                         centre of the country of that currency.



 




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Distributions to the
Borrower


 


		33.4	The Facility Agent may (with the
                                         consent of the Obligor or in accordance with clause 34 (Set-off) apply any amount
                                         received by it for that Obligor in or towards payment (on the date and in the currency
                                         and funds of receipt) of any amount due from that Obligor under the Finance Documents
                                         or in or towards purchase of any amount of any currency to be so applied.



 


Clawback


 


		33.5	Where a sum is to be paid to the
                                         Facility Agent under the Finance Documents for another Party, the Facility Agent is not
                                         obliged to pay that sum to that other Party (or to enter into or perform any related
                                         exchange contract) until it has been able to establish to its satisfaction that it has
                                         actually received that sum.



 


		33.6	If the Facility Agent pays an
                                         amount to another Party and it proves to be the case that the Facility Agent had not
                                         actually received that amount, then the Party to whom that amount (or the proceeds of
                                         any related exchange contract) was paid by the Facility Agent shall on demand refund
                                         the same to the Facility Agent together with interest on that amount from the date of
                                         payment to the date of receipt by the Facility Agent, calculated by the Facility Agent
                                         to reflect its cost of funds.



 


Payment Cascade


 


		33.7	If the Facility Agent receives
                                         a payment that is insufficient to discharge all the amounts then due and payable by the
                                         Borrower under the Finance Documents, the Facility Agent shall apply that payment towards
                                         amounts due from the Borrower to the Finance Parties in the order of priority contemplated
                                         by the Payment Cascade.



 


		33.8	Clause 33.7 above shall override
                                         any appropriation made by an Obligor.



 


No set-off by the Borrower


 


		33.9	All payments to be made by an
                                         Obligor or the Security Trustee under the Finance Documents shall be calculated and be
                                         made without (and free and clear of any deduction for) set-off or counterclaim.



 


Business Days


 


		33.10	Any payment which is due to be
                                         made on a day that is not a Business Day shall be made on the next Business Day in the
                                         same calendar month (if there is one) or the preceding Business Day (if there is not).



 


		33.11	During any extension of the due
                                         date for payment of any principal or Unpaid Sum under this Agreement interest is payable
                                         on the principal or Unpaid Sum at the rate payable on the original due date.



 




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Currency of account


 


		33.12	Subject to clauses 33.13 and
                                         33.14 below, Dollars is the currency of account and payment for any sum due from any
                                         Obligor or the Security Trustee under any Finance Document.



 


		33.13	Each payment in respect of costs,
                                         expenses or Tax shall be made in the currency in which the costs, expenses or Tax are
                                         incurred.



 


		33.14	Any amount expressed to be payable
                                         in a Transaction Document in a currency other than Dollars shall be paid in that other
                                         currency.



 


Change of currency


 


		33.15	Unless otherwise prohibited by
                                         law, if more than one currency or currency unit are at the same time recognised by the
                                         central bank of any country as the lawful currency of that country, then:



 


		(a)	any reference in the Finance
                                         Documents to, and any obligations arising under the Finance Documents in, the currency
                                         of that country shall be translated into, or paid in, the currency or currency unit of
                                         that country designated by the Facility Agent (after consultation with the Borrower);
                                         and



 


		(b)	any translation from one currency
                                         or currency unit to another shall be at the official rate of exchange recognised by the
                                         central bank for the conversion of that currency or currency unit into the other, rounded
                                         up or down by the Facility Agent (acting reasonably).



 


		33.16	If a change in any currency of
                                         a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably
                                         and after consultation with the Borrower) specifies to be necessary, be amended to comply
                                         with any generally accepted conventions and market practice in the Relevant Interbank
                                         Market and otherwise to reflect the change in currency.



 


Disruption to payment
systems


 


		33.17	If either the Facility Agent
                                         determines (in its discretion) that a Disruption Event has occurred or the Facility Agent
                                         is notified by the Borrower that a Disruption Event has occurred:



 


		(a)	the Facility Agent may, and shall
                                         if requested to do so by the Borrower, consult with the Borrower with a view to agreeing
                                         with the Borrower such changes to the operation or administration of the Facility as
                                         the Facility Agent may deem necessary in the circumstances;



 


		(b)	the Facility Agent shall not
                                         be obliged to consult with the Borrower in relation to any changes mentioned in clause
                                         33.17(a) above if, in its opinion, it is not practicable to do so in the circumstances
                                         and, in any event, shall have no obligation to agree to such changes;



 




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		(c)	the Facility Agent may consult
                                         with the Finance Parties in relation to any changes mentioned in clause 33.17(a) above
                                         but shall not be obliged to do so if, in its opinion, it is not practicable to do so
                                         in the circumstances;



 


		(d)	any such changes agreed upon
                                         by the Facility Agent and the Borrower shall (whether or not it is finally determined
                                         that a Disruption Event has occurred) be binding upon the Parties as an amendment to
                                         (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding
                                         the provisions of clause 39 (Amendments and waivers);



 


		(e)	the Facility Agent shall not
                                         be liable for any damages, costs or losses whatsoever (including, without limitation
                                         for negligence, gross negligence or any other category of liability whatsoever but not
                                         including any claim based on the fraud of the Facility Agent) arising as a result of
                                         its taking, or failing to take, any actions pursuant to or in connection with this clause
                                         33.17; and



 


		(f)	the Facility Agent shall notify
                                         the Finance Parties of all changes agreed pursuant to clause 33.17(d).



 


		34	Set-off



 


		34.1	A Finance Party (other than a
                                         Hedge Provider) may set off any matured obligation due from any Obligor under the Finance
                                         Documents (to the extent beneficially owned by that Finance Party) against any obligation
                                         (whether or not matured) owed by that Finance Party to that Obligor, regardless of the
                                         place of payment, booking branch or currency of either obligation. If the obligations
                                         are in different currencies, the Finance Party may convert either obligation at a market
                                         rate of exchange in its usual course of business for the purpose of the set-off.



 


		35	Notices



 


Communications in writing


 


		35.1	Any communication to be made under
                                         or in connection with the Finance Documents shall be made in writing and, unless otherwise
                                         stated, may be made by fax, letter or e-mail.



 


Addresses


 


		35.2	The address, fax number and e-mail
                                         address (and the department or officer, if any, for whose attention the communication
                                         is to be made) of each Party for any communication or document to be made or delivered
                                         under or in connection with the Finance Documents is:



 


		(a)	in the case of each Obligor,
                                         is set out in Schedule 2 (Initial Administrative Details of the Parties);



 




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		(b)	in the case of each Lender that
                                         notified in writing to the Facility Agent on or prior to the date on which it becomes
                                         a Party; and



 


		(c)	subject to clause 35.2(b) above,
                                         in the case of the Finance Parties, is set out in Schedule 2 (Initial Administrative
                                         Details of the Parties),



 


or any substitute address,
fax number, e-mail address or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify
to the other Parties, if a change is made by the Facility Agent) by not less than five (5) Business Days' notice. Such changes
shall not be effective until such time as the Facility Agent has notified all other Parties of that change in accordance with
clause 31.3 (Duties of the Facility Agent).


 


Delivery


 


		35.3	Any communication or document
                                         made or delivered by one person to another under or in connection with the Finance Documents
                                         will only be effective:



 


		(a)	if by way of fax, when received
                                         in legible form; or



 


		(b)	if by way of letter, when it
                                         has been left at the relevant address or five (5) Business Days after being deposited
                                         in the post postage prepaid in an envelope addressed to it at that address; or



 


		(c)	if by way of e-mail, when it
                                         is received in readable form,



 


and, if a particular department
or officer is specified as part of its address details provided under clause 35.2 (Addresses), if addressed to that department
or officer.


 


		35.4	Any communication or document
                                         to be made or delivered to the Facility Agent or the Security Trustee will be effective
                                         only when actually received by the Facility Agent or the Security Trustee and then only
                                         if it is expressly marked for the attention of the department or officer identified with
                                         the Facility Agent's or Security Trustee's administrative details in Schedule 2
                                         (Initial Administrative Details of the Parties) (or any substitute department
                                         or officer as the Facility Agent or Security Trustee shall specify for this purpose).



 


		35.5	All notices from or to an Obligor
                                         shall be sent through the Facility Agent.



 


Notification of address,
fax number and e-mail


 


		35.6	Promptly upon receipt of notification
                                         of an address, fax number, e-mail address or change of address, fax number or e-mail
                                         address pursuant to clause 35.2 (Addresses) or changing its own address, fax number
                                         or e-mail address, the Facility Agent shall notify the other Parties.



 




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Use of websites


 


		35.7	Each Obligor may satisfy its obligation
                                         under this Agreement to deliver any information in relation to those Lenders (the Website
                                         Lenders) who accept this method of communication by posting this information onto
                                         an electronic website designated by the Borrower and the Facility Agent (the Designated
                                         Website) if:



 


		(a)	the Facility Agent expressly
                                         agrees (after consultation with each of the Lenders) that it will accept communication
                                         of the information by this method;



 


		(b)	both the relevant Obligor and
                                         the Facility Agent are aware of the address of and any relevant password specifications
                                         for the Designated Website; and



 


		(c)	the information is in a format
                                         previously agreed between the Borrower and the Facility Agent.



 


		35.8	If any Lender (a Paper Form
                                         Lender) does not agree to the delivery of information electronically then the Facility
                                         Agent shall notify the Obligors accordingly and the relevant Obligor shall at its own
                                         cost supply the information to the Facility Agent (in sufficient copies for each Paper
                                         Form Lender) in paper form.



 


		35.9	The Facility Agent shall supply
                                         each Website Lender with the address of and any relevant password specifications for
                                         the Designated Website following designation of that website by the Borrower and the
                                         Facility Agent.



 


		35.10	Each Obligor shall promptly upon
                                         becoming aware of its occurrence notify the Facility Agent if:



 


		(a)	the Designated Website cannot
                                         be accessed due to technical failure;



 


		(b)	the password specifications for
                                         the Designated Website change;



 


		(c)	any new information which is
                                         required to be provided under this Agreement is posted onto the Designated Website;



 


		(d)	any existing information which
                                         has been provided under this Agreement and posted onto the Designated Website is amended;
                                         or



 


		(e)	the Borrower becomes aware that
                                         the Designated Website or any information posted onto the Designated Website is or has
                                         been infected by any electronic virus or similar software.



 


		35.11	If an Obligor notifies the Facility
                                         Agent under clauses 35.10(a) or 35.10(e) above, all information to be provided by that
                                         Obligor under this Agreement after the date of that notice shall be supplied in paper
                                         form unless and until the Facility Agent and each Website Lender is satisfied that the
                                         circumstances giving rise to the notification are no longer continuing.



 




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		35.12	Any Website Lender may request,
                                         through the Facility Agent, one (1) paper copy of any information required to be provided
                                         under this Agreement which is posted onto the Designated Website. Each Obligor shall
                                         at its own cost comply with any such request within ten (10) Business Days.



 


		35.13	For the purpose of clauses 35.7
                                         to 35.12 each Lender accepts that (unless otherwise notified), it is a Website Lender.



 


English language


 


		35.14	Any notice given under, or in
                                         connection with, any Finance Document must be in English.



 


		(a)	All other documents provided
                                         under, or in connection with, any Finance Document must be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so
                                         required by the Facility Agent, accompanied by a certified English translation and, in
                                         this case, the English translation will prevail unless the document is a constitutional,
                                         statutory or other official document.



 


		36	Calculations and certificates



 


Accounts


 


		36.1	In any litigation or arbitration
                                         proceedings arising out of or in connection with a Finance Document, the entries made
                                         in the accounts maintained by a Finance Party are prima facie evidence of the matters
                                         to which they relate.



 


Certificates and Determinations


 


		36.2	Any certification or determination
                                         by a Finance Party of a rate or amount under any Finance Document is, in the absence
                                         of manifest error, conclusive evidence of the matters to which it relates.



 


Day count convention


 


		36.3	Any interest, commission or fee
                                         accruing under a Finance Document will accrue from day to day and is calculated on the
                                         basis of the actual number of days elapsed and a year of three hundred and sixty (360)
                                         days or, in any case where the practice in the Relevant Interbank Market differs, in
                                         accordance with that market practice.



 


		37	Partial invalidity



 


		37.1	If, at any time, any provision
                                         of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect
                                         under any law of any jurisdiction, neither the legality, validity or enforceability of
                                         the remaining provisions nor the legality, validity or enforceability of such provision
                                         under the law of any other jurisdiction will in any way be affected or impaired.



 




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		38	Remedies and waivers



 


		38.1	No failure to exercise, nor any
                                         delay in exercising, on the part of any Finance Party, any right or remedy under the
                                         Finance Documents shall operate as a waiver, nor shall any single or partial exercise
                                         of any right or remedy prevent any further or other exercise or the exercise of any other
                                         right or remedy. The rights and remedies provided in this Agreement are cumulative and
                                         not exclusive of any rights or remedies provided by law.



 


		39	Amendments and waivers



 


The Finance Documents may
be amended or waived only in accordance with the provisions of the Intercreditor Deed and any such amendment or waiver will be
binding on all parties.


 


		40	Confidentiality



 


Confidential Information


 


		40.1	Each Finance Party agrees to keep
                                         all Confidential Information confidential and not to disclose it to anyone, save to the
                                         extent permitted by clause 40.2 (Disclosure of Confidential Information), and
                                         to ensure that all Confidential Information is protected with security measures and a
                                         degree of care that would apply to its own confidential information.



 


Disclosure of Confidential
Information


 


		40.2	Any Finance Party may disclose:



 


		(a)	to any of its Affiliates and
                                         Related Funds and any of its or their officers, directors, employees, professional advisers,
                                         auditors, partners and Representatives such Confidential Information as that Finance
                                         Party shall consider appropriate if any person to whom the Confidential Information is
                                         to be given pursuant to this clause 40.2(a) is informed in writing of its confidential
                                         nature and that some or all of such Confidential Information may be price-sensitive information
                                         except that there shall be no such requirement to so inform if the recipient is subject
                                         to professional obligations to maintain the confidentiality of the information or is
                                         otherwise bound by requirements of confidentiality in relation to the Confidential Information;



 


		(b)	to any other Finance Party;



 


		(c)	to any person:



 


		(i)	to (or through) whom it assigns
                                         or transfers (or may potentially assign or transfer) all or any of its rights and/or
                                         obligations under one or more Finance Documents and to any of that person's Affiliates,
                                         Related Funds, Representatives and professional advisers;



 




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		(ii)	with (or through) whom it enters
                                         into (or may potentially enter into), whether directly or indirectly, any sub-participation
                                         in relation to, or any other transaction under which payments are to be made or may be
                                         made by reference to, one or more Finance Documents and/or one or more Obligors and to
                                         any of that person's Affiliates, Related Funds, Representatives and professional advisers;



 


		(iii)	appointed by any Finance Party
                                         or by a person to whom clauses 40.2(c)(i) or 40.2(c)(ii) above applies to receive communications,
                                         notices, information or documents delivered pursuant to the Finance Documents on its
                                         behalf (including, without limitation, any person appointed under clauses 31.42 to 31.45
                                         (Relationship with the Lenders));



 


		(iv)	who invests in or otherwise
                                         finances (or may potentially invest in or otherwise finance), directly or indirectly,
                                         any transaction referred to clauses 40.2(c)(i) or 40.2(c)(ii) above;



 


		(v)	to whom information is required
                                         or requested to be disclosed by any court of competent jurisdiction, any Government Agency
                                         (including any department or agency of the European Union), any banking, taxation or
                                         other regulatory authority or similar body, the rules of any relevant stock exchange
                                         or pursuant to any applicable law or regulation;



 


		(vi)	to whom information is required
                                         to be disclosed in connection with, and for the purposes of, any litigation, arbitration,
                                         administrative or other investigations, proceedings or disputes;



 


		(vii)	which is publicly available,
                                         other than as a result of a breach by that Finance Party of this Clause;



 


		(viii)	to whom information is required
                                         to be disclosed in order for any Finance Party to be in compliance with the Equator Principles;



 


		(ix)	who is a Party;



 


		(x)	with the consent of the Borrower
                                         or the relevant Major Project Party;



 




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		(xi)	to any person appointed by
                                         that Finance Party or by a person to whom clauses 40.2(c)(i) or 40.2(c)(ii) above applies
                                         to provide administration or settlement services in respect of one or more of the Finance
                                         Documents including without limitation, in relation to the trading of participations
                                         in respect of the Finance Documents such Confidential Information as may be required
                                         to be disclosed to enable such service provider to provide any of the services referred
                                         to in this clause 40.2 if the service provider to whom the Confidential Information is
                                         to be given has entered into a Confidentiality Undertaking or such other form of confidentiality
                                         undertaking agreed between the Borrower and the relevant Finance Party;



 


		(xii)	to the International Swaps
                                         and Derivatives Association, Inc. (ISDA) or any Credit Derivatives Determination Committee
                                         or sub-committee of ISDA where such disclosure is required by them in order to determine
                                         whether the obligations under the Finance Documents will be, or in order for the obligations
                                         under the Finance Documents to become deliverable under a credit derivative transaction
                                         or other credit linked transaction which incorporates the 2009 ISDA Credit Derivatives
                                         Determinations Committees and Auction Settlement Supplement or other provisions substantially
                                         equivalent thereto; or



 


		(xiii)	to the extent necessary for
                                         the Hedge Providers to make calculations and to obtain quotes in accordance with the
                                         terms of the Hedging Agreements,



 


in each case, such Confidential
Information as that Finance Party shall consider appropriate, provided:


 


		(A)	in relation to clauses 40.2(c)(i),
                                         40.2(c)(ii) and 40.2(c)(iii) above, the person to whom the Confidential Information is
                                         to be given has entered into a Confidentiality Undertaking except that there shall be
                                         no requirement or a Confidentiality Undertaking if the recipient is a professional adviser
                                         and is subject to professional obligations to maintain the confidentiality of the Confidential
                                         Information;



 


		(B)	in relation to clause 40.2(c)(iv)
                                         above the person to whom the Confidential Information is to be given has entered into
                                         a Confidentiality Undertaking or is otherwise bound by requirements or confidentiality
                                         in relation to the Confidential Information they receive and is informed that some or
                                         all of such Confidential Information may be price-sensitive information; and



 


		(C)	in relation to clauses 40.2(c)(v)
                                         and 40.2(c)(vi) above the person to whom the Confidential Information is to be given
                                         is informed of its confidential nature and that some or all of such Confidential Information
                                         may be price-sensitive information except that there shall be no requirement to so inform
                                         if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;



 




    	 	201



     


    

 


		(d)	to professional advisers and
                                         service providers of the persons to whom disclosure is permitted by this clause 40.2
                                         (Disclosure of Confidential Information), provided such professional advisers
                                         and service providers are under a duty of confidentiality to such persons; and



 


		(e)	to any rating agency, insurer
                                         or insurance broker of, or direct or indirect provider of credit protection to, any Lender
                                         or any person to whom disclosure is permitted by this clause 40.2 (Disclosure of Confidential
                                         Information).



 


Confidentiality Undertaking
means a confidentiality undertaking on substantially similar terms to the confidentiality undertaking in this clause 40 (Confidentiality)
or in any other form agreed between the Borrower and the Facility Agent.


 


Entire agreement


 


		40.3	This clause 40 (Confidentiality)
                                         constitutes the entire agreement between the Parties in relation to the obligations of
                                         the Finance Parties under the Finance Documents regarding Confidential Information and
                                         supersedes any previous agreement, whether express or implied, regarding Confidential
                                         Information other than, in respect of Export Development Canada, the disclosure letter
                                         dated 12 January 2015 from Export Development Canada to the Parent.



 


Inside information


 


		40.4	Each of the Finance Parties acknowledges
                                         that some or all of the Confidential Information is or may be price-sensitive information
                                         and that the use of such information may be regulated or prohibited by applicable legislation
                                         including securities law relating to insider dealing and market abuse and each of the
                                         Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.



 


Notification of disclosure


 


		40.5	Each of the Finance Parties agrees
                                         (to the extent permitted by law and regulation) to inform the Parent:



 


		(a)	of the circumstances of any disclosure
                                         of Confidential Information made pursuant to clause 40.2(c)(v) (Disclosure of Confidential
                                         Information) except where such disclosure is made to any of the persons referred
                                         to in that paragraph during the ordinary course of its supervisory or regulatory function
                                         or, in respect of Export Development Canada, pursuant to the disclosure letter dated
                                         12 January 2015 from Export Development Canada to the Parent; and



 


		(b)	upon becoming aware that Confidential
                                         Information has been disclosed in breach of this clause 40 (Confidentiality).



 




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Continuing obligations


 


		40.6	The obligations in this clause
                                         40 (Confidentiality) are continuing and, in particular, shall survive and remain
                                         binding on each Finance Party for a period of twelve (12) months from the earlier of:



 


		(a)	the date on which all amounts
                                         payable by the Borrower under or in connection with the Finance Documents have been paid
                                         in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance
                                         Party otherwise ceases to be a Finance Party.



 


		41	Counterparts



 


		41.1	Each Finance Document may be executed
                                         in any number of counterparts, and this has the same effect as if the signatures on the
                                         counterparts were on a single copy of that Finance Document.



 


		42	Governing Law



 


		42.1	This Agreement and any non-contractual
                                         obligations connected with or arising out of it are governed by English law.



 


		43	Enforcement



 


Jurisdiction


 


		43.1	The courts of England have exclusive
                                         jurisdiction to settle any dispute arising out of, or in connection with, any Finance
                                         Document governed by English law or any non-contractual obligations connected with or
                                         arising out of any Finance Document governed by English law (including a dispute regarding
                                         the existence, validity or termination of any Finance Document governed by English law)
                                         (a Dispute).



 


		43.2	The Parties agree that the courts
                                         of England are the most appropriate and convenient courts to settle Disputes and to grant
                                         interim remedies or other provisional or protective relief and accordingly no Party will
                                         dispute to the contrary.



 


		43.3	Clauses 43.1 and 43.2 above are
                                         for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented
                                         from taking proceedings relating to a Dispute or seeking interim remedies or other provisional
                                         or protective relief in any other courts with jurisdiction. To the extent allowed by
                                         law, the Finance Parties may take concurrent proceedings in any number of jurisdictions,
                                         provided that the Finance Parties shall not (subject to clause 43.5 below) be entitled
                                         to take proceedings in any such other courts if the Finance Parties have initiated proceedings
                                         in the English courts and it would be inequitable to cause those proceedings to be stopped.



 




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		43.4	In addition, notwithstanding clause
                                         43.2 above, the Finance Parties shall have the exclusive right, at their sole option
                                         and for their benefit, to refer any Dispute to be finally resolved by arbitration under
                                         the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
                                         The number of arbitrators shall be three. The seat, or legal place, of arbitration shall
                                         be London. The language of the arbitration shall be English.



 


		43.5	For the avoidance of doubt, the
                                         right of the Finance Parties to refer a Dispute to arbitration under clause 43.4 above
                                         shall be exercisable even if the Borrower has purported to commence proceedings under
                                         clause 43.2 above save where the Finance Parties have consented to such commencement
                                         or have participated in those proceedings so as to render it inequitable to cause those
                                         proceedings to be stopped. Where the Finance Parties are permitted to elect arbitration
                                         proceedings in accordance with this clause 43.5 and clause 43.4 above, notwithstanding
                                         the commencement of proceedings under clause 43.2 above, the parties shall take all steps
                                         and do all things necessary to ensure that the court proceedings are stayed in favour
                                         of the arbitration proceedings.



 


		43.6	For the avoidance of doubt, the
                                         right of the Finance Parties to exercise the option in clauses 43.3 and 43.4 above arises
                                         each time there is a Dispute that is covered by this clause and shall not be fettered
                                         by any previous election made under this clause.



 


Service of process


 


		43.7	Without prejudice to any other
                                         mode of service allowed under any relevant law, each Obligor:



 


		(a)	irrevocably appoints the Law
                                         Debenture Trust plc of Fifth Floor, 100 Wood Street, London EC2V 7EX or its registered
                                         office from time to time as its agent for service of process in relation to any proceedings
                                         before the English courts in connection with any Finance Document;



 


		(b)	agrees that failure by a process
                                         agent to notify the relevant Obligor of the process will not invalidate the proceedings
                                         concerned; and



 


		(c)	if any person appointed as an
                                         agent for service of process is unable for any reason to act as agent for service of
                                         process, the relevant Obligor must immediately (and in any event within ten (10) days
                                         of such event taking place) appoint another agent on terms acceptable to the Facility
                                         Agent. Failing this, the Facility Agent may appoint another agent for this purpose.



 


Waiver of Immunity


 


		43.8	Each Obligor irrevocably and unconditionally:



 


		(a)	agrees not to claim in any jurisdiction,
                                         for itself or in respect of its assets, immunity from suit, execution, attachment (whether
                                         in aid of execution, before judgment or otherwise) or other legal process and waives
                                         such present or future immunity, whether claimed or not; and



 




    	 	204



     


    

 


		(b)	consents generally to the giving
                                         of any relief or the issue of any process in connection with any proceedings, including
                                         the making, enforcement or execution against any property of any nature (irrespective
                                         of its use or intended use) of any order or judgment which may be made or given in any
                                         proceedings.



 


THIS AGREEMENT has been entered
into on the date stated at the beginning of this Agreement.


 




    	 	205



     


    

 


Schedule 1

Original Lenders and Hedge Providers


 


Part 1 – The Original Lenders


 


	Name of Lender	 	Initial Commitment	 
	The Bank of Nova Scotia	 	 	[Redacted]	 
	Natixis S.A.	 	 	[Redacted]	 
	Nedbank Limited, London Branch	 	 	[Redacted]	 
	ING Capital LLC	 	 	[Redacted]	 
	Export Development Canada	 	 	[Redacted]	 
	Bank of Montreal	 	 	[Redacted]	 
	Initial Total Commitments	 	US$	370,000,000	 



  


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	206



     


    

 


Part 2 – The Original Hedge Providers


 


	Name of Hedge Provider	 	Hedging Transactions
    proportion	 
	The Bank of Nova Scotia	 		[Redacted]	 
	Natixis	 	 	[Redacted]	 
	Nedbank Limited, London Branch	 	 	[Redacted]	 
	ING Capital Markets LLC	 	 	[Redacted]	 
	Bank of Montreal	 	 	[Redacted]	 
	Total	 	 	100	%



  


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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Schedule 2

Initial Administrative Details of the Parties





	Party	 	Details
	 	 	 
	2435572 Ontario Inc.	 	Address:	161 Bay Street, Suite 2315
	 	 	 	P.O. Box 216
	as Borrower	 	 	Toronto, Ontario M5J 2S1
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	Mountain Province Diamonds Inc.	 	Address:	161 Bay Street, Suite 2315
	 	 	 	P.O. Box 216
	as Parent and Guarantor	 	 	Toronto, Ontario M5J 2S1
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	2435386 Ontario Inc.	 	Address:	161 Bay Street, Suite 2315
	 	 	 	P.O. Box 216
	as Ontario and Guarantor	 	 	Toronto, Ontario M5J 2S1
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	THE BANK OF NOVA SCOTIA	 	Address:	40 King Street West
	 	 	 	62nd floor
	as Facility Agent	 	 	Toronto, Ontario M5W 2X6
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to Scotiabank as Lender:
	 	 	 	 
	 	 	Address:	40 King Street West
	 	 	 	62nd floor
	 	 	 	Toronto, Ontario M5W 2X6
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	THE BANK OF NOVA SCOTIA	 	Address:	40 King Street West
	 	 	 	62nd floor
	as Security Trustee	 	 	Toronto, Ontario M5W 2X6
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to Scotiabank as Lender:
	 	 	 
	 	 	Address:	40 King Street West
	 	 	 	62nd floor
	 	 	 	Toronto, Ontario M5W 2X6
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	THE BANK OF NOVA SCOTIA	 	Address:	40 King Street West
	 	 	 	62nd floor
	as Joint Lead Arranger and Bookrunner	 	 	Toronto, Ontario M5W 2X6
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to Scotiabank as Lender:
	 	 	 
	 	 	Address:	40 King Street West
	 	 	 	62nd floor
	 	 	 	Toronto, Ontario M5W 2X6
	 	 	 	Canada]
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	NEDBANK LIMITED, LONDON BRANCH	 	Address:	1st Floor, Millennium Bridge House
	 	 	 	2, Lambeth Hill
	as Joint Lead Arranger and Bookrunner	 	 	London EC4V 4GG
	 	 	 	UK
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	Third Floor Block F Nedbank
	 	 	 	135 Rivonia Campus
	 	 	 	135 Rivonia Road Sandown
	 	 	 	Sandton 2196
	 	 	 	South Africa
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	211



     


    

 


	NATIXIS S.A.	 	Address:	68-76 quai de la rapée
	 	 	 	75012 Paris
	as Joint Lead Arranger and Bookrunner	 	 	France
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	1251 6th Avenue
	 	 	 	New York, NY 10020
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	+[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	ING CAPITAL LLC	 	Address:	1325 Avenue of the Americas, New York,
	 	 	 	NY10019, USA
	as Bookrunner	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	1325 Avenue of the Americas, New York,
	 	 	 	NY10019, USA
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	212



     


    

 


	THE BANK OF NOVA SCOTIA	 	Address:	Business Service Centre
	 	 	 	20 Queen Street West, 4th Floor
	as Account Bank	 	 	Toronto, Ontario
	 	 	 	M5H 3R3
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	GWO-Loan Operations
	 	 	 
	 	 	Address:	720 King Street West, 2nd Floor
	 	 	 	Toronto, Ontario
	 	 	 	M5V 2T3
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	NEDBANK LIMITED, LONDON BRANCH	 	Address:	1st Floor, Millennium Bridge House
	 	 	 	2, Lambeth Hill
	as Insurance Agent	 	 	London EC4V 4GG
	 	 	 	UK
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	Third Floor Block F Nedbank
	 	 	 	135 Rivonia Campus
	 	 	 	135 Rivonia Road Sandown
	 	 	 	Sandton 2196
	 	 	 	South Africa
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	NEDBANK LIMITED, LONDON BRANCH	 	Address:	1st Floor, Millennium Bridge House
	 	 	 	2, Lambeth Hill
	as Marketing Agent	 	 	London EC4V 4GG
	 	 	 	UK
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	Third Floor Block F Nedbank
	 	 	 	135 Rivonia Campus
	 	 	 	135 Rivonia Road Sandown
	 	 	 	Sandton 2196
	 	 	 	South Africa
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	EXPORT DEVELOPMENT CANADA	 	Address:	150 Slater Street
	 	 	 	Ottawa, Ontario
	as Documentation Agent	 	 	K1A 1K3
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	NATIXIS S.A.	 	Address:	68-76 Quai de La Rapée
	 	 	 	75012 Paris, France
	as Technical Agent	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	THE BANK OF NOVA SCOTIA	 	Address:	40 King Street West
	 	 	 	62nd floor
	as Original Hedge Provider	 	 	Toronto, Ontario M5W 2X6
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	NATIXIS	 	Address:	Immeuble Lumière Sud
	 	 	 	40 avenue des Terroirs de France
	as Original Hedge Provider	 	 	75012 Paris, France
	 	 	 	 
	 	 	Attention:	Bank-Office Derives
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	1251 6th Avenue
	 	 	 	New York, NY 10020
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	NEDBANK LIMITED, LONDON BRANCH	 	Address:	1st Floor, Millennium Bridge House
	 	 	 	2, Lambeth Hill
	as Original Hedge Provider	 	 	London EC4V 4GG
	 	 	 	UK
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	Third Floor Block F Nedbank
	 	 	 	135 Rivonia Campus
	 	 	 	135 Rivonia Road Sandown
	 	 	 	Sandton 2196
	 	 	 	South Africa
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	ING CAPITAL MARKETS LLC	 	Address:	1325 Avenue of the Americas, New York,
	 	 	 	NY10019, USA
	as Original Hedge Provider	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	1325 Avenue of the Americas, New York,
	 	 	 	NY10019, USA
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	BANK OF MONTREAL	 	Address:	100 King Street West, 4th Floor,
	 	 	 	Toronto, ON M5X 1H3
	as Original Hedge Provider	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a Copy to:
	 	 	 
	 	 	Address:	100 King Street West, 4th Floor,
	 	 	 	Toronto, ON M5X 1H3
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	N/A]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	THE BANK OF NOVA SCOTIA	 	Address:	40 King Street West
	 	 	 	62nd floor
	as Original Lender	 	 	Toronto, Ontario M5W 2X6
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	NATIXIS S.A.	 	Address:	1251 Avenue of the Americas,
	 	 	 	New York, NY  10020
	 	 	 	 
	as Original Lender	 	Attention :	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Group email:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	NEDBANK LIMITED, LONDON BRANCH	 	Address:	1st Floor, Millennium Bridge House
	 	 	 	2, Lambeth Hill
	as Original Lender	 	 	London EC4V 4GG
	 	 	 	UK
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	Third Floor Block F Nedbank
	 	 	 	135 Rivonia Campus
	 	 	 	135 Rivonia Road Sandown
	 	 	 	Sandton 2196
	 	 	 	South Africa
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	ING CAPITAL LLC	 	Address:	1325 Avenue of the Americas, New York,
	 	 	 	NY10019, USA
	as Original Lender	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Address:	1325 Avenue of the Americas, New York,
	 	 	 	NY10019, USA
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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	BANK OF MONTREAL	 	Address:	100 King Street West, 4th Floor,
	 	 	 	Toronto, ON M5X 1H3
	as Original Lender	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	 	 	With a Copy to:
	 	 	 
	 	 	Address:	100 King Street West, 4th Floor,
	 	 	 	Toronto, ON M5X 1H3
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	Fax:	N/A
	 	 	 	 
	 	 	E-mail:	[REDACTED]
	 	 	 	 
	EXPORT DEVELOPMENT CANADA	 	Address:	150 Slater Street
	 	 	 	Ottawa, Ontario
	as Original Lender	 	 	K1A 1K3
	 	 	 	Canada
	 	 	 	 
	 	 	Attention:	[REDACTED]
	 	 	 	 
	 	 	Telephone:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	Fax:	[REDACTED]
	 	 	 	 
	 	 	 	[REDACTED]
	 	 	 	 
	 	 	E-mail:	[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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Schedule 3

Conditions Precedent





Part 1


 


		1	Corporate Documentation



 


		1.1	Certified copies (in respect of
                                         each Obligor) of its constitutional documents.



 


		1.2	Resolutions of the board of directors
                                         (or if applicable, a committee of the board of directors), of each of the Obligors (certified
                                         as a true copy by a director or by the chairman of the relevant board):



 


		(a)	approving the terms of, and the
                                         transactions contemplated by, the Transaction Documents to which it is a party and resolving
                                         that it execute, deliver and perform the Transaction Documents to which it is a party;



 


		(b)	in respect of the relevant Obligor(s)
                                         only, approving the Development Plan;



 


		(c)	authorising a specified person
                                         or persons to execute the Transaction Documents to which it is a party on its behalf;



 


		(d)	authorising a specified person
                                         or persons, on its behalf, to sign and/or despatch all documents and notices (including,
                                         in the case of the Borrower, Utilisation Requests) to be signed and/or despatched by
                                         it under or in connection with the Transaction Documents to which it is a party; and



 


		(e)	in respect of Ontario and the
                                         Borrower, confirming that the board will recognise the persons to whom the shares in
                                         Ontario and the Borrower, respectively, are to be transferred in the event of any action
                                         under the Borrower Share Pledge or the Parent Share Pledge, respectively, to transfer
                                         such shares, and will approve the transfer to such persons and will give effect thereto.



 


		1.3	Specimen signatures of each person
                                         authorised by the resolutions in paragraph 1.2(b) above to sign the Transaction Documents
                                         and any other notices or documents under or in connection with the Transaction Documents.



 


		1.4	A copy of a resolution of a general
                                         meeting of shareholders of each of Ontario and the Borrower approving the terms of, and
                                         the transactions contemplated by, the Transaction Documents to which Ontario or the Borrower
                                         is a party.



 


		1.5	A confirmation or resolution from
                                         the Borrower in its capacity as sole shareholder of Ontario that it will not resolve
                                         that Ontario should be wound-up or take any similar action in relation to Ontario, and
                                         a copy of the Unanimous Shareholder Agreement.



 




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		1.6	Where a Transaction Document has
                                         been signed or will be signed by way of a power of attorney, a certified copy of each
                                         such power of attorney in respect of each Obligor (duly notarised and apostilled if necessary).



 


		1.7	A certificate of each Obligor (signed
                                         by a director) confirming that (i) borrowing or guaranteeing or securing, as appropriate,
                                         the Total Commitments would not cause any borrowing, guarantee, security or similar limit
                                         binding on that Obligor to be exceeded; (ii) each copy document relating to it specified
                                         in Part 1 of Schedule 3 (Conditions Precedent) is correct, complete and in
                                         full force and effect and has not been amended or superseded as at a date no earlier
                                         than the date of this Agreement; and (iii) all representations and warranties set out
                                         in Clause 21 (Representations) are true, accurate and complete; and (iv) no event
                                         has occurred and is continuing or would result from the Finance Documents as at the date
                                         of this Agreement which constitutes an Event of Default.



 


		2	Finance Documents



 


		2.1	An agreed form original of each
                                         Finance Document (other than any Intercreditor Accession Deed and any Transfer Certificate)
                                         duly executed by the parties to such document.



 


		3	Security



 


		3.1	The Obligors have signed all documents,
                                         given all notices and taken all actions requested by the Security Trustee to enable the
                                         security granted or to be granted by the Security Documents to be perfected, including
                                         to facilitate:



 


		(a)	all filings, stampings, registrations,
                                         recordings, notifications and other actions (or documents to effect such actions) in
                                         all relevant jurisdictions necessary or, in the opinion of legal advisers to the Facility
                                         Agent, advisable or desirable, in order to create in favour of the Finance Parties valid
                                         perfected first-priority Security Interests over all of the assets purported to be covered
                                         by each Security Document; and



 


		(b)	the giving of notices of pledge,
                                         assignment or charge, as applicable in relation to the security created under the Security
                                         Documents to each of the parties to the contractual arrangements and accounts which are
                                         the subject of the Security Documents.



 


		3.2	Evidence that no prior notice of
                                         any Security Interest (other than a Security Interest arising under the Joint Venture
                                         Agreement) has been received by any of the parties to the contractual arrangements and
                                         accounts which are the subject of the Security Documents, and that amounts payable in
                                         relation to such contractual arrangements shall be paid without set-off or counterclaim.



 


		3.3	Evidence that no liens or encumbrances
                                         are registered against any Obligor under the Canadian Personal Property Security Act
                                         other than in favour of the Finance Parties (and, in the case of the Parent only, a financing
                                         statement filed with the Northwest Territories’ Personal Property Registry pursuant
                                         to the Personal Property Security Act (Northwest Territories) in favour of De Beers).



 




    	 	223



     


    

 


		3.4	Copies of all consents, if any,
                                         obtained by the Borrower or the Parent under the Joint Venture Agreement in relation
                                         to the Security Interests granted by the Security Documents.



 


		3.5	A copy of all signed notices in
                                         agreed form required to be sent under the Security Documents including in respect of:



 


		(a)	each relevant Project Document;



 


		(b)	the relevant Insurances; and



 


		(c)	the Hedging Agreements.



 


		3.6	A copy of all signed notices in
                                         agreed form in relation to the security over the Project Accounts (except the Distribution
                                         Account) given to the Account Bank and a signed acknowledgement from the Account Bank
                                         (each in the form set out in the relevant Security Document).



 


		3.7	Share certificates representing
                                         all of the issued and paid-up share capital of the Borrower and the Ontario and stock
                                         transfer forms in relation to the same duly endorsed in blank.



 


		3.8	A copy of the Notice to Third Parties
                                         executed by the relevant Obligors and recorded in the Northwest Territories Mining Recorder
                                         in respect of Parent and Ontario’s interest in mining lease numbers 4199, 4200,
                                         4201, 4341.



 


		3.9	Registration of a Notice to Third
                                         Parties recorded in the Northwest Territories Mining Recorder in respect of Lender’s
                                         interest in mining lease numbers 4199, 4200, 4201, 4341.



 


		4	Project Documents and Joint Venture



 


		4.1	A certified copy of each Project
                                         Document in agreed form duly executed by the parties to such document.



 


		4.2	Evidence that the Project Documents
                                         are unconditional and in full force and effect.



 


		4.3	A certified copy of the notice
                                         issued by Ontario to the Operator and the other JV Participant in compliance with section
                                         19.5 of the Joint Venture Agreement, notifying them that:



 


		(a)	Ontario’s address for the
                                         service of all notices and communications is changed with immediate effect to the address
                                         of the Facility Agent; and



 




    	 	224



     


    

 


		(b)	the bank account for the purpose
                                         of any payments to be made to Ontario in relation to the Joint Venture Agreement shall
                                         be the relevant Proceeds Account and providing all necessary details of the Proceeds
                                         Accounts,



 


together
with confirmation that the Operator and the other JV Participant have received such notice.


 


		4.4	Evidence that the Diamond Sorter’s
                                         Yellowknife Facility may be used for the sorting and splitting of diamonds produced at
                                         the Project.



 


		5	Authorisations and title



 


		5.1	A certificate of an authorised
                                         representative of the Borrower, to the effect that:



 


		(a)	all Project Authorisations (including
                                         the Mining Licences and other title documents) and Environmental or Social Permits required
                                         to be obtained in order to achieve Project Completion in accordance with the Development
                                         Plan, or which can otherwise be obtained by Ontario or the Operator, as applicable, in
                                         connection with the Project on or prior to Financial Close other than those Project Authorisations
                                         which are not necessary at the applicable time and which are expected to be obtained
                                         in the ordinary course of business by the time they are necessary having regard to the
                                         Project’s then current stage of construction, have been obtained and each such
                                         Project Authorisation (including the Mining Licences) and Environmental or Social Permit
                                         is in full force and effect (subject to any matters disclosed in the report provided
                                         pursuant to paragraph 7.1 below); and



 


		(b)	a true, correct and complete
                                         copy of each such Project Authorisation (including the Mining Licences) and Environmental
                                         or Social Permit is attached to such certificate.



 


		5.2	Evidence that all notices, registrations,
                                         filings, stampings, approvals and consents in relation to the Transaction Documents (to
                                         the extent required under any relevant jurisdiction) have been duly obtained, issued
                                         and/or completed (as applicable) pursuant to any applicable regulations in that jurisdiction.



 


		6	Insurances



 


		6.1	Evidence satisfactory to the Independent
                                         Insurance Consultant that each of Ontario, the Borrower and the Operator has in full
                                         force and effect such insurance policies as are required in accordance with Schedule 9
                                         (Insurances), with such policies and their terms (including as to amount, risks
                                         covered and deductibles) to be to the satisfaction of the Independent Insurance Consultant.



 


		6.2	Insurance Broker's Letter of Undertaking
                                         in relation to the relevant Insurances.



 




    	 	225



     


    

 


		6.3	Evidence satisfactory to the Independent
                                         Insurance Consultant that each relevant policy of insurance taken out has attached to
                                         it an endorsement in a form satisfactory to the Independent Insurance Consultant.



 


		7	Reports



 


		7.1	A copy of a legal due diligence
                                         report from Norton Rose Fulbright Canada LLP in form and substance satisfactory to the
                                         Lenders.



 


		7.2	A copy of a technical due diligence
                                         report from the Independent Technical Consultant which includes confirmation of the adequacy
                                         of mineral reserves and resources for the Project and details of the management of the
                                         Obligors and the Project in conjunction with the assessment of the contract structure,
                                         contracts, contractors and project development philosophy in form and substance satisfactory
                                         to the Lenders.



 


		7.3	A copy of an insurance report from
                                         the Independent Insurance Consultant, in form and substance satisfactory to the Lenders.



 


		7.4	A copy of a diamond valuation and
                                         marketing report from the Independent Diamond Consultant, in form and substance satisfactory
                                         to the Lenders.



 


		7.5	A copy of the Environmental Report
                                         from the Independent Environmental Consultant in form and substance satisfactory to the
                                         Lenders, including confirmation from the Independent Environmental Consultant that (i)
                                         the proposed development, construction, operation and closure of the Project in accordance
                                         with the Development Plan will comply with the Equator Principles, (ii) the Integrated
                                         Environmental and Social Management Plan and the Environmental and Social Impact Assessment
                                         complies with applicable Environmental and Social Standards (and, to the extent that
                                         any aspect of the Integrated Environmental and Social Management Plan for the construction
                                         phase of the Project has to be implemented at a later date, all arrangements necessary
                                         for such timely implementation have been set out in the Integrated Environmental and
                                         Social Management Plan), and (iii) if applicable, there are no trans-boundary impacts
                                         related to the Project or the Development Plan.



 


		8	Legal opinions



 


		8.1	Legal opinions of each of:



 


		(a)	Norton Rose Fulbright LLP, legal
                                         advisers to the Facility Agent, in relation to the legality, validity and enforceability
                                         of the Finance Documents governed by English law;



 


		(b)	Bennett Jones LLP, legal advisers
                                         to the Obligors, in relation to: (i) the due capacity and authority of the Obligors to
                                         enter into, execute and deliver the Transaction Documents to which each is a party; (ii)
                                         the Security Interests registered in the Province of Ontario; and (iii) the legality,
                                         validity and enforceability of the Transaction Documents governed by the laws of the
                                         Province of Ontario;



 




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		(c)	Bennett Jones LLP in relation
                                         to the due capacity and authority of De Beers Canada Inc. as JV Participant and Operator
                                         to enter into, execute and deliver the relevant Transaction Documents to which each is
                                         a party;



 


		(d)	Denroche & Associates, legal
                                         advisers to the Obligors, in relation to the Security Interests registered in the Northwest
                                         Territories and the legality, validity and enforceability of the Transaction Documents
                                         governed by the laws of the Northwest Territories; and



 


		(e)	Bennett Jones LLP in relation
                                         to the due capacity and authority of [REDACTED] to enter into, execute and deliver the
                                         Transaction Documents to which it is a party,



 


each in form and substance
satisfactory to, and addressed to or to be relied upon by, the Finance Parties.


 


		8.2	A legal opinion of Bennett Jones
                                         LLP, legal advisers to the Obligors, in form and substance satisfactory to the Lenders,
                                         confirming, among other things, that the execution, delivery and performance by the Obligors
                                         of its obligation under the Transaction Documents will not result in a breach or a conflict
                                         with: (i) any applicable law of the Province of Ontario; (ii) any provision of the constating
                                         documents of the Obligors; or (iii) the Joint Venture Agreement.



 


		8.3	A legal opinion of Lawson Lundell
                                         LLP, legal advisers to the Facility Agent, in form and substance satisfactory to the
                                         Lenders, in relation to applicable Project Authorisations and the Mining Licences.



 


		9	Financial Model, Life of Mine Plan,
                                         model audit report and Budgets



 


		9.1	An electronic copy of the Financial
                                         Model which contains the Base Case, each certified by an authorised signatory of the
                                         Borrower as being a true and accurate copy of the original thereof and each in form and
                                         substance satisfactory to the Lenders, which demonstrates that as at the date of first
                                         Utilisation:



 


		(a)	on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date, the Historic Debt Service Cover Ratio
                                         for the Calculation Period ending on that Scheduled Calculation Date is greater than
                                         [REDACTED];






 




    	 	227



     


    

 


		(b)	on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date, the Forecast Debt Service Cover Ratio
                                         for the next Calculation Period is greater than [REDACTED];



 


		(c)	on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date, the Loan Life Cover Ratio is greater than
                                         [REDACTED];



 


		(d)	on each Scheduled Calculation
                                         Date until the last day of the Project Period, the Project Life Cover Ratio is greater
                                         than [REDACTED];



 


		(e)	the Ore Reserve Tail Ratio is
                                         no less than one hundred per cent (100%) and shall at all times and on each Scheduled
                                         Calculation Date until the Final Scheduled Repayment Date be greater than [REDACTED];
                                         and



 


		(f)	that no Cost to Complete Shortfall
                                         exists.



 


		9.2	A report and audit of the Financial
                                         Model from the Independent Model Auditor in form and substance acceptable to the Independent
                                         Technical Consultant illustrating compliance with clause 23 (Financial undertakings)
                                         at all times up to and including the Final Scheduled Repayment Date and confirming that:



 


		(a)	the Assumptions contained or
                                         implicit in the Financial Model are reasonable, accurate and appropriate and accurately
                                         reflect the Initial Construction Budget and Initial Operating Budget;



 


		(b)	the Borrower Compliance Certificate
                                         submitted pursuant to paragraph 10 below is true and accurate; and



 


		(c)	the Financial Model is in all
                                         respects consistent with the provisions of this Agreement, including clause 23 (Financial
                                         undertakings).



 


		9.3	The Initial Construction Budget.



 


		9.4	The Initial Operating Budget.



 


		9.5	Confirmation from the Lenders that
                                         the Life of Mine Plan is in form and substance satisfactory to the Joint Lead Arrangers,
                                         acting on the advice of the Independent Technical Consultant.



 


		9.6	Confirmation from each Obligor
                                         that no Construction Costs have been incurred to date in relation to the Project which
                                         are not included in the Financial Model.



  


CERTAIN PORTIONS OF
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TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 




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		10	Property and environment



 


		10.1	A certified copy of the ESMP satisfactory
                                         to the Facility Agent (following consultation with the Independent Environmental Consultant)
                                         evidencing that:



 


		(a)	the Integrated Environmental
                                         and Social Management Plan has been implemented by Ontario or the Operator, as applicable,
                                         and is compliant with Environmental and Social Standards; and



 


		(b)	Ontario or the Operator, as applicable,
                                         has made appropriate arrangements for environmental rehabilitation bonding requirements,
                                         if any, in respect of the Project on terms acceptable to the Lenders.



 


		10.2	A certified copy of the Environmental
                                         and Social Impact Assessment.



 


		10.3	Evidence that the ESIA has been
                                         approved by the Government under
                                         the Mackenzie Valley Resource Management Act.



 


		10.4	A certified copy of the Environmental
                                         and Social Management System.



 


		10.5	A certified copy of the GHG Alternatives
                                         Analysis.



 


		10.6	Evidence that the Environmental
                                         and Social Assessment evaluates the compliance of the Project with the Environmental
                                         and Social Standards.



 


		10.7	Evidence that the 2015 winter
                                         (ice) road shipping season has been completed according to plan and progress made to
                                         date will not result in an adverse change to the Project budget and/or schedule to achieve
                                         Project Completion.



 


		11	Compliance Certificate



 


		11.1	A Borrower Compliance Certificate,
                                         calculated as at the first Utilisation Date and indicating that:



 


		(a)	on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date, the Forecast Debt Service Cover Ratio
                                         for the next Calculation Period is greater than [REDACTED];



 


		(b)	on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date, the Loan Life Cover Ratio is greater than
                                         [REDACTED];



 


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		(c)	on each Scheduled Calculation
                                         Date until the last day of the Project Period, the Project Life Cover Ratio is greater
                                         than [REDACTED]; and



 


		(d)	the Ore Reserve Tail Ratio is
                                         no less than [REDACTED] and shall at all times and on each Scheduled Calculation Date
                                         until the Final Scheduled Repayment Date be greater than [REDACTED].



 


Evidence satisfactory to the
Facility Agent that the Borrower has implemented any Hedging Agreements and Hedging Transactions which are required by the Hedging
Strategy to be in effect on the initial Utilisation Date, provided that this condition shall be the last condition to be satisfied
pursuant to clause 4.1 (Conditions).


 


		12	Project Accounts and Cost Overrun
                                         Reserve



 


		12.1	Evidence that the Project Accounts
                                         have been opened.



 


		12.2	Evidence that the credit balance
                                         on the Cost Overrun Reserve Account is at least equal to the Cost Overrun Reserve Amount.



 


		13	Equity contributions



 


		13.1	A certificate of an authorised
                                         signatory of the Borrower containing details of the expenditure by the Borrower or the
                                         Parent of all Equity Contributions made prior to Financial Close in respect of the development
                                         and construction of the Project in a manner which is consistent with the Development
                                         Plan, which Equity Contributions shall be in an amount no less than the Initial Equity
                                         Contributions.



 


		13.2	The Lenders are satisfied that
                                         each JV Participant (other than Ontario) has sufficient funds to contribute its portion
                                         of the Project expenditure during the Construction Period and the Operating Period.



 


		14	Initial Financial Statements



 


		14.1	Certified copies of the Initial
                                         Financial Statements together with all subsequently available audited and unaudited financial
                                         statements of the Obligors.



 


		14.2	A certificate signed by an authorised
                                         signatory of each Obligor that there has been no Material Adverse Effect since the preparation
                                         of its Initial Financial Statements.



 


CERTAIN PORTIONS OF
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		15	General



 


		15.1	A letter executed by a duly authorised
                                         officer of the Borrower authorising the Borrower's auditors to communicate directly with
                                         the Facility Agent at any time regarding the Borrower's accounts and operations.



 


		15.2	Evidence of the appointment of
                                         an agent for the receipt of service of process in England by each Obligor.



 


		15.3	The Facility Agent is satisfied
                                         that the fees payable in accordance with the Fee Letters and all costs and expenses due
                                         at that time in accordance with clause 16 (Costs and expenses) have been paid,
                                         or will be paid simultaneously with the first Utilisation.



 


		15.4	A certified copy of the Group
                                         Structure Chart.



 


		15.5	Each Lender has obtained all credit
                                         and other approvals required in relation to the Facility.



 


		15.6	A certified copy of any other
                                         Authorisation or other document, opinion or assurance which the Lenders consider to be
                                         necessary or desirable (if it has notified the Facility Agent accordingly and the Facility
                                         Agent has notified the Borrower) in connection with the entry into and performance of
                                         the transactions contemplated by any Finance Document or for the validity and enforceability
                                         of any Finance Document.



 


		16	Know Your Customer Information



 


Provision by each Obligor
of all information necessary to comply with any money laundering regulations, know your customer checks and other identification
procedures as may be requested by the Facility Agent.


 





CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 




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Part 2

Utilisation


 


		1	No Default



 


No Default has occurred and
is continuing or would result from the making of the proposed Loan.


 


		2	Representations



 


The Repeating Representations
to be made by each Obligor are true, accurate and complete in all respects.


 


		3	Project Accounts fully funded



 


The balance on each Project
Account complies with the requirements set out in clause 19 (Project Accounts).


 


		4	No Change of Control



 


No Change of Control has occurred.


 


		5	Purpose



 


The proposed loan will be
used for the purpose specified in clause 3.1 (Purpose).


 


		6	Costs Certificate



 


		6.1	The Borrower has delivered a Costs
                                         Certificate to the Facility Agent and the Technical Agent with the relevant Utilisation
                                         Request.



 


		6.2	The Costs Certificate delivered
                                         under paragraph 6.1 is counter-signed by each of the Independent Technical Consultant
                                         and the Technical Agent confirming that it does not disagree with any of the matters
                                         set out in the Costs Certificate, and in the case of the Independent Technical Consultant
                                         that as at the proposed Utilisation Date, the Projected Project Costs shall be consistent
                                         with the Financial Model as then in effect.



 


		7	Cost to Complete



 


		7.1	The Borrower has delivered a Cost
                                         to Complete Certificate to the Facility Agent and the Technical Agent with the relevant
                                         Utilisation Request, certifying (A) that no Cost to Complete Shortfall exists, has occurred,
                                         or is likely to occur, and (B) that Project Completion is expected to occur by the Projected
                                         Completion Date, which Cost to Complete Certificate shall set out all relevant calculations
                                         in a sufficient level of detail in order for the Independent Technical Consultant and
                                         the Technical Agent to verify such confirmation and shall be countersigned by the Independent
                                         Technical Consultant confirming that no Cost to Complete Shortfall exists.






 


		7.2	All Cost Overruns have been paid,
                                         or amounts have been transferred from the Cost Overrun Reserve Account to the CAD Proceeds
                                         Account for the purposes of making payment of any Cost Overruns.



 




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Schedule 4

Forms of Utilisation Request and Selection Notice




Part 1

Form of Utilisation Request


 


	From:	[Borrower]
	 	 
	To:	[Facility Agent]
	 	 
	Dated:	[●]


 


Dear Sirs


 


Gahcho Kué Diamond Project:
Facility Agreement dated [●] (the Agreement)


 


		1	We refer to the Agreement. This is
                                         a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation
                                         Request unless a different meaning is given to those terms in this Utilisation Request.



 


		2	We wish to borrow [a][2][3] Loan(s)
                                         on the following terms:



 


	 	Loan 1	 	 
	 	 	 	 
	 	Purpose:	 	: [●]
	 	 	 	 
	 	Proposed Utilisation Date	 	: [●]
	 	 	 	 
	 	Amount	 	: [●] or, if less, the Available Facility
	 	 	 	 
	 	Interest Period	 	: [●] Months with a maturity date of [●]
	 	 	 	 
	 	Amount of Eligible Costs payable in Canadian Dollars	 	: [●]
	 	 	 	 
	 	Dollar Equivalent of Eligible Costs payable in Canadian Dollars	 	: [●]
	 	 	 	 
	 	[Loan 2	 	 
	 	 	 	 
	 	Purpose:	 	: [●]
	 	 	 	 
	 	Proposed Utilisation Date	 	: [●]
	 	 	 	 
	 	Amount	 	: [●] or, if less, the Available Facility
	 	 	 	 
	 	Interest Period	 	: [●] Months with a maturity date of [●]
	 	 	 	 
	 	Amount of Eligible Costs payable in Canadian Dollars	 	: [●]
	 	 	 	 
	 	Dollar Equivalent of Eligible Costs payable in Canadian Dollars	 	: [●]


 




    	 	233



     


    

 


	 	Loan 3	 	 
	 	 	 	 
	 	Purpose:	 	: [●]
	 	 	 	 
	 	Proposed Utilisation Date	 	: [●]
	 	 	 	 
	 	Amount	 	: [●] or, if less, the Available Facility
	 	 	 	 
	 	Interest Period	 	: [●] Months with a maturity date of [●]]
	 	 	 	 
	 	Amount of Eligible Costs payable in Canadian Dollars	 	: [●]
	 	 	 	 
	 	Dollar Equivalent of Eligible Costs payable in Canadian Dollars	 	: [●]


 


		3	We confirm that each condition specified
                                         in clause 4.4 (Further conditions precedent to the drawdown of the Loan) is satisfied
                                         on the date of this Utilisation Request.



 


		4	The proceeds of [this][each] Loan should
                                         be credited to USD Proceeds Account.



 


		5	This Utilisation Request is irrevocable.



 


Yours faithfully,


 


for [Borrower]


 


	 	 
	Authorised Signatory


 




    	 	234



     


    

 


Part 2

Form of Selection Notice


 


	From:	[Borrower]
	 	 
	To:	[Facility Agent]
	 	 
	Dated:	[●]


 


Dear Sirs


 


Gahcho Kué Diamond Project:
Facility Agreement dated [●] (the Agreement)


 


		1	We refer to the Agreement. This is
                                         a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection
                                         Notice unless a different meaning is given to those terms in this Selection Notice.



 


		2	We refer to the following Loan[s] with
                                         an Interest Period ending on [●]:



 


[●]


 


		3	We request that the next Interest Period
                                         for the above Loan[s] is [●] Months with a maturity date of [●].



 


		4	This Selection Notice is irrevocable.



 


Yours faithfully,


 


for [Borrower]


 


	 	 
	Authorised Signatory


 




    	 	235



     


    

 


Schedule 5

Certificates




Part 1

Form of Borrower Compliance Certificate


 


	To:	[·] as Facility Agent
	 	 
	From:	[·] as Borrower


 


[date]


 


Dear Sirs


 


Gahcho Kué Diamond Project -
Facility Agreement dated [·] (the Agreement)


 


		1	We refer to the Agreement. This is
                                         a Borrower Compliance Certificate required by [clause 4.1 (Initial Conditions Precedent)
                                         and paragraph 11.1 of Part 1 of Schedule 3 (Conditions Precedent)][clause
                                         22.22 (Compliance Certificates)] of the Agreement. Terms defined in the Agreement
                                         have the same meaning when used in this Borrower Compliance Certificate unless given
                                         a different meaning in this Borrower Compliance Certificate.



 


		2	We confirm that, calculated as at the
                                         [first Utilisation Date] [insert relevant Calculation Date]:



 


		(a)	on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date, the Historic Debt Service Cover Ratio
                                         for the Calculation Period ending on that Scheduled Calculation Date [will be] greater
                                         than [REDACTED];



 


		(b)	on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date, the Forecast Debt Service Cover Ratio
                                         for the next Calculation Period [is] greater than [REDACTED];



 


		(c)	on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date, the Loan Life Cover Ratio is greater than
                                         [REDACTED];



 


		(d)	on each Scheduled Calculation
                                         Date until the last day of the Project Period, the Project Life Cover Ratio is greater
                                         than [REDACTED]; and



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	236



     


    

 


		(e)	[the Ore Reserve Tail Ratio
                                         shall be no less than [REDACTED], and at all times and on each Scheduled Calculation
                                         Date until the Final Scheduled Repayment Date be greater than [REDACTED]] [the Ore Reserve
                                         Tail Ratio shall at all times and on each Scheduled Calculation Date until the Final
                                         Scheduled Repayment Date be greater than [REDACTED]].



 


		3	Attached hereto are details and calculations
                                         of:



 


		(a)	the Cash Flow Available for
                                         Debt Service / CFADS for each Calculation Period until the Final Scheduled Repayment
                                         Date calculated as at each relevant Calculation Date in accordance with the Agreement;



 


		(b)	the Forecast CFADS in respect
                                         of each Calculation Period until the Final Scheduled Repayment Date commencing on the
                                         day after the relevant Calculation Date;



 


		(c)	the balance on the Debt Service
                                         Reserve Account on each Calculation Date until the Final Scheduled Repayment Date;



 


		(d)	the Historic Debt Service Cover
                                         Ratio for each Calculation Date until the Final Scheduled Repayment Date;



 


		(e)	the Forecast Debt Service Cover
                                         Ratio for each Calculation Date until the Final Scheduled Repayment Date;



 


		(f)	the Project Life Cover Ratio
                                         for each Calculation Date until the Final Scheduled Repayment Date;



 


		(g)	the Loan Life Cover Ratio for
                                         each Calculation Date until the Final Scheduled Repayment Date;



 


		(h)	the Ore Reserve Tail Ratio
                                         for each Calculation Date until the Final Scheduled Repayment Date;



 


		(i)	Distributions anticipated to
                                         be made during each Calculation Period up to the Final Scheduled Repayment Date;



 


		(j)	details of the Assumptions
                                         on which this Borrower Compliance Certificate is based;



 


		(k)	details of the calculations
                                         undertaken by the Borrower to enable the Technical Agent to verify the accuracy of the
                                         matters set out in this Borrower Compliance Certificate; and



 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	237



     


    

 


		(l)	statement of the balance of
                                         all Project Accounts (except the Distribution Account).



 


		4	We confirm that no Default has occurred
                                         or is continuing.



 


		5	We confirm that the copies of the information
                                         submitted with this Borrower Compliance Certificate are true, correct and complete.



 


	Signed	 	Signed
	 	 	 
	 	 	 
	 	 	 
	[·]	 	[·]
	 	 	 
	for and on behalf of	 	for and on behalf of
	 	 	 
	[·]	 	[·]


 




    	 	238



     


    

 


Part 2

Form of Cash Sweep Calculation Certificate


 


	To:	[·]
	 	as Facility Agent
	 	 
	From:	[·]
	 	as Borrower
	 	 
	Copy:	[·]
	 	 
	 	as Technical Agent


 


[date]


 


Dear Sirs


 


Gahcho Kué Diamond Project:
Facility Agreement dated [●] (the Agreement)


 


		1	We refer to the Facility Agreement.
                                         This is a Cash Sweep Calculation Certificate delivered in accordance with clause 22.29
                                         of the Facility Agreement.



 


		2	Terms defined in the Facility Agreement
                                         have the same meaning when used in this certificate unless given a different meaning
                                         in this certificate.



 


		3	We confirm that, as at the most recent
                                         Calculation Date, the Excess Cashflow is [●] Dollars (US$[·]).



 


		4	Provided that all relevant conditions
                                         in clauses 7.6 and 7.7 (Mandatory Prepayment - Cash Sweep) of the Facility Agreement
                                         are satisfied,



 


		(a)	the total amount of the Excess
                                         Cashflow to be applied in mandatory prepayment of the Loans in accordance with clause
                                         7.6 of the Facility Agreement is [●] Dollars (US$[●]); and



 


		(b)	the total amount of the Excess
                                         Cashflow which may be withdrawn from the USD Proceeds Account and paid into the Distribution
                                         Account in accordance with clause 7.7 of the Facility Agreement is [●]
                                         Dollars (US$[●]).



 


		5	Attached in Annex A are details of
                                         the calculations undertaken by the Borrower and other information necessary to enable
                                         the Technical Agent to verify the accuracy of the matters set out in this certificate.



 


	Signed	 	Signed
	 	 	 
	 	 	 
	 	 	 
	[●]	 	[●]
	 	 	 
	for and on behalf of	 	for and on behalf of
	 	 	 
	[●]	 	[●]


 




    	 	239



     


    

 


Annex A

[details of calculations for Excess Cashflow]


 




    	 	240



     


    

 


Part 3

Form of Costs Certificate


 


	To:	[l]
	 	 
	 	as Facility Agent
	 	 
	 	and
	 	 
	 	[l]
	 	 
	 	as Technical Agent
	 	 
	From:	[l]
	 	 
	 	as Borrower


 


[date]


 


Dear Sirs


 


Gahcho Kué Diamond Project:
Facility Agreement dated [●] (the Agreement)


 


		1	Terms and expressions defined in the
                                         Facility Agreement have the same meaning when used in this certificate.



 


		2	In accordance with the Facility Agreement,
                                         we set out below the Eligible Costs that:



 


		(a)	are due and payable; and/or



 


		(b)	will become due for payment
                                         within [ninety (90)][thirty (30)]1
                                         days from the Utilisation Date,



 


and hereby certify that as
at the date of this certificate:


 


		(i)	the proceeds of the previous Utilisation
                                         were used to pay the Eligible Costs referred to in the previous Costs Certificate;



 


		(ii)	the aggregate amount of Eligible
                                         Costs incurred by the Borrower does not exceed the aggregate amount of Eligible Costs
                                         anticipated to be incurred on or prior to the proposed Utilisation Date in the Construction
                                         Budget;



 


		(iii)	the credit balance on the USD
                                         Proceeds Account is [●]; and



 


		(iv)	the credit balance on the CAD
                                         Proceeds Account is [●].



 


We anticipate
that on the proposed Utilisation Date, immediately prior to the Utilisation:


 


		(i)	the credit balance on the USD Proceeds
                                         Account will be [●]; and



 


 






1
Note: Use 90 days for quarterly Utilisations / single Loan, and use 30 days for monthly / all other Utilisations
/ multiple Loans.






 




    	 	241



     


    

 


		(ii)	the credit balance on the CAD
                                         Proceeds Account will be [●].



 


Details of the Eligible Costs


 


	Eligible Costs	 	Canadian Dollars (C$) Million
	 	 	 
	Eligible Costs that have fallen due and are payable	 	[l]
	 	 	 
	Eligible Costs that will become due for payment	 	[l]


 


Attached hereto in Annex A are invoices
and documentation issued by the Operator and [●] evidencing such Eligible Costs.


 


Attached hereto in Annex B are details
of the calculations undertaken by the Borrower and other information necessary to enable the Technical Agent to verify the accuracy
of the matters set out in this certificate.


 


	Yours faithfully	 	 
	 	 	 
	 	 	 
	 	 	 
	[l]	 	[l]
	 	 	 
	for and on behalf of	 	for and on behalf of
	 	 	 
	[l]	 	[l]


 


We confirm that we do not disagree with any
of the matters set out in this Costs Certificate. As at the proposed Utilisation Date, the Projected Project Costs shall be consistent
with the Financial Model now in effect.


 


	 	 
	 
	[l]
	 
	for and on behalf of


 


Independent Technical Consultant


 




    	 	242



     


    

 


We confirm that we do not disagree with any
of the matters set out in this Costs Certificate. As at the proposed Utilisation Date, the Projected Project Costs shall be consistent
with the Financial Model now in effect.


 


	 	 
	 
	[l]
	 
	for and on behalf of
	 
	Technical Agent


 




    	 	243



     


    

 


Annex A

[Invoices and documentation]


 




    	 	244



     


    

 


Annex B

[details of calculations and other information]


 




    	 	245



     


    

 


Part 4

Form of Cost to Complete Certificate


 


	To:	[•]
	 	 
	 	as Facility Agent
	 	 
	From:	[·]
	 	 
	 	as Borrower
	 	 
	Copy:	[•]
	 	 
	 	as Independent Technical Consultant
	 	 
	 	and
	 	 
	 	[·]
	 	 
	 	as Technical Agent


 


	 	[date]


 


Dear Sirs,


 


Gahcho Kué Diamond Project -
Cost to Complete Certificate


 


		1	In accordance with the facility agreement
                                         dated [·], entered into between, amongst
                                         others, the Facility Agent, the Technical Agent and the Borrower (the Facility Agreement),
                                         we hereby certify that (i) as at the date of this certificate a Cost to Complete Shortfall
                                         [exists with an amount of C$[●]/does not exist] as set out below; (ii) [no Cost
                                         to Complete Shortfall has previously occurred or is likely to occur]; and (iii) Project
                                         Completion is expected to occur by the Projected Completion Date.



 


		2	Terms defined in the Facility Agreement
                                         shall have the same meaning when used in this Certificate.



 


		3	Set out below are the Available Resources
                                         and Projected Project Costs:



 


	Available Resources	 	Canadian 

        Dollars (C$)

        Million
	 	Dollars 

        (US$) 

        Million

	 	 	 	 	 
	(a)	the Available Facility	 	[●]	 	 
	 	 	 	 	 	 
	(b)	the amounts standing to the credit of the Proceeds Accounts in accordance with the terms of
    the Finance Documents	 	[●]	 	 
	 	 	 	 	 	 
	(c)	any Revenue forecast in accordance with the Financial Model to be received before Project
    Completion, less any Operating Costs forecast to be incurred in accordance with the Financial Model before Project Completion	 	[●]	 	 
	 	 	 	 	 	 
	Total Available Resources	 	[●]	 	 


 




    	 	246



     


    

 


	Projected Project Costs	 	Canadian

        Dollars

        (C$)

        Million
	 	Dollars

        (US$)

        Million

	 	 	 	 	 	 
	(a)	the aggregate amount of all Eligible Costs and other costs incurred by the Borrower or to
    be contributed by the Borrower (on behalf of Ontario) which, in each case, have fallen due for payment but have not yet been
    paid	 	[●]	 	 
	 	 	 	 	 	 
	(b)	the aggregate amount of Eligible Costs and any other costs incurred by the Borrower or to
    be contributed by the Borrower (on behalf of Ontario) which, in each case, are projected to fall due prior to the date on
    which Project Completion is expected to occur	 	[●]	 	 
	 	 	 	 	 	 
	Total Projected Project Costs	 	[●]	 	 


 


	Available Resources (Physical Completion)	 	Canadian 

        Dollars 

        (C$) 

        Million
	 	Dollars 

        (US$) 

        Million

	 	 	 	 	 	 
	(a)	the Available Facility	 	[●]	 	 
	 	 	 	 	 	 
	(b)	the amounts standing to the credit of the Proceeds Accounts in accordance with the terms of
    the Finance Documents	 	[●]	 	 
	 	 	 	 	 	 
	(c)	the amounts standing to the credit of the Cost Overrun Reserve Account	 	 	 	 
	 	 	 	 	 	 
	Total Available Resources (Physical Completion)	 	[●]	 	 


 




    	 	247



     


    

 


	Projected Project Costs (Physical Completion)	 	Canadian

        Dollars

        (C$)

        Million
	 	Dollars

        (US$)

        Million

	 	 	 	 	 
	(a)	the aggregate amount of all Construction Costs incurred by the Borrower or to
    be contributed by the Borrower (on behalf of Ontario) which, in each case, have fallen due for payment but have not yet been
    paid	 	[●]	 	 
	 	 	 	 	 	 
	(b)	the aggregate amount of Construction Costs incurred by the Borrower or to be contributed by
    the Borrower (on behalf of Ontario) which, in each case, are projected to fall due prior to the date on which Project Completion
    is expected to occur	 	[●]	 	 
	 	 	 	 	 	 
	Total Projected Project Costs (Physical Completion)	 	[●]	 	 


 


		4	Attached hereto in Annex A are details
                                         of the calculations, including Economic Assumptions, undertaken by the Borrower and other
                                         information necessary to enable the Independent Technical Consultant and the Technical
                                         Agent to verify the accuracy of the matters set out in this certificate.



 


Yours faithfully


 


	 	 	 
	 	 	 
	[·]	 	[·]
	 	 	 
	for and on behalf of	 	for and on behalf of
	 	 	 
	[·]	 	[·]


 


We confirm that no Cost to Complete Shortfall
exists.


 


	 	 
	 
	[l]
	 
	for and on behalf of
	 
	Independent Technical Consultant
	 
	 	 


 




    	 	248



     


    

 


Annex A

[details of calculations and other information]


 




    	 	249



     


    

 


Part 5

Form of Certificate of No Default


 


	To:	[·]
	 	 
	 	as Facility Agent
	 	 
	From:	[·]
	 	 
	 	as Borrower
	 	 
	 	[·]
	 	 
	 	as Ontario
	 	 
	 	[·]
	 	 
	 	as Parent


 


[date]


 


Dear Sirs


 


Gahcho Kué Diamond Project:
Facility Agreement dated [●] (the Agreement)


 


		1	Terms defined in the Facility Agreement
                                         have the same meaning when used in this certificate.



 


		2	In accordance with clauses 22.18 and
                                         22.19 (Notification of Default) of the Facility Agreement, we hereby certify that
                                         as at the date of this certificate [no Default has occurred and is continuing]/[a [Default]
                                         has occurred and is continuing as set out below].



 


		3	[If a Default is continuing, details
                                         of the event and any steps being taken to remedy it must be described.]



 


Yours faithfully


 


	 	 	 
	 	 	 
	[·]	 	[·]
	 	 	 
	for and on behalf of	 	for and on behalf of
	 	 	 
	[·]	 	[·]
	 	 	 
	 	 	 
	[·]	 	[·]
	 	 	 
	for and on behalf of	 	for and on behalf of
	 	 	 
	[·]	 	[·]
	 	 	 
	 	 	 
	[·]	 	[·]
	 	 	 
	for and on behalf of	 	for and on behalf of
	 	 	 
	[·]	 	[·]


 




    	 	250



     


    

 


Schedule 6



Form of Transfer Certificate


 


		To:	[●], on its own behalf and
                                         on behalf of the other parties to the Facility Agreement defined below (the Facility
                                         Agent)



 


		From:	[●] (the
                                         Existing Lender); and



 


[●]
(the New Lender)


 


Gahcho Kué Diamond
Project - Facility Agreement dated [·] (the Facility Agreement)


 


		1	We refer to the Facility Agreement.
                                         This is a Transfer Certificate. Terms defined in the Facility Agreement have the same
                                         meaning in this Transfer Certificate unless given a different meaning in this Transfer
                                         Certificate.



 


		2	We refer to clauses 29.13 to 29.16
                                         (Procedure for transfer) of the Facility Agreement:



 


		(a)	The Existing Lender and the
                                         New Lender agree to the Existing Lender transferring to the New Lender by novation all
                                         or part of the Existing Lender's Commitment, participation in the Facility or rights
                                         and obligations referred to in the Schedule to this Transfer Certificate in accordance
                                         with clauses 29.13 to 29.16 (Procedure for transfer).



 


		(b)	The proposed Transfer Date
                                         is [ ].



 


		(c)	The Facility Office and address,
                                         fax number, e-mail and attention details for notices of the New Lender for the purposes
                                         of clause 35.2 (Addresses) of the Facility Agreement are set out in the Schedule to this
                                         Transfer Certificate.



 


		3	The New Lender expressly acknowledges
                                         the limitations on the Existing Lender's obligations set out in clause 29.12 (Limitation
                                         of responsibility of Existing Lenders) of the Facility Agreement.



 


		4	This Transfer Certificate may be executed
                                         in any number of counterparts and this has the same effect as if the signatures on the
                                         counterparts were on a single copy of this Transfer Certificate.



 


		5	This Transfer Certificate and any non-contractual
                                         obligations connected with it are governed by English Law.



 


		6	This Transfer Certificate has been
                                         entered into at the date stated at the beginning of this Transfer Certificate.



 




    	 	251



     


    

 


The Schedule

Commitment/rights and obligations to be transferred


 


[insert relevant details]


 


[Facility Office address, fax number,
e-mail and attention details for notices and account details for payments]


 


	[Existing Lender]	[New Lender]
	 	 
	By:	By:


 


This Transfer Certificate is accepted
by the Facility Agent and the Transfer Date is confirmed as [     ].


 


[●], as Facility Agent


 


By:


 




    	 	252



     


    

 


Schedule 7

Mandatory Cost Formula


 


		1	The Mandatory Cost is an addition to
                                         the interest rate to compensate Lenders for the cost of compliance with (a) the requirements
                                         of the Bank of England and/or the Financial Services Authority (or, in either case, any
                                         other authority which replaces all or any of its functions) or (b) the requirements of
                                         the European Central Bank.



 


		2	On the first day of each Interest Period
                                         (or as soon as possible thereafter) the Facility Agent shall calculate, as a Percentage
                                         rate, a rate (the Additional Cost Rate) for each Lender, in accordance with the
                                         paragraphs set out below. The Mandatory Cost will be calculated by the Facility
                                         Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion
                                         to the Percentage participation of each Lender in the relevant Loan) and will be expressed
                                         as a Percentage rate per annum.



 


		3	The Additional Cost Rate for any Lender
                                         lending from a Facility Office in a Participating Member State will be the Percentage
                                         notified by that Lender to the Facility Agent. This Percentage will be certified by that
                                         Lender in its notice to the Facility Agent to be its reasonable determination of the
                                         cost (expressed as a Percentage of that Lender's participation in all Loans made from
                                         that Facility Office) of complying with the minimum reserve requirements of the European
                                         Central Bank in respect of loans made from that Facility Office.



 


		4	The Additional Cost Rate for any Lender
                                         lending from a Facility Office in the United Kingdom will be calculated by the Facility
                                         Agent as follows:



 


			per
                                         cent. per annum.



 


Where:


 


		A	is designed to compensate Lenders
                                         for amounts payable under the Fees Rules and is calculated by the Facility Agent as being
                                         the average of the most recent rates of charge supplied by the Reference Banks to the
                                         Facility Agent pursuant to paragraph 6 below and expressed in pounds per one million
                                         pounds (£1,000,000).



 


		5	For the purposes of this Schedule:



 


		(a)	Special Deposits has the meaning
                                         given to it from time to time under or pursuant to the Bank of England Act 1998 or (as
                                         may be appropriate) by the Bank of England;



 


		(b)	Fees Rules means the rules
                                         on periodic fees contained in the Financial Services Authority Fees Manual or such other
                                         law or regulation as may be in force from time to time in respect of the payment of fees
                                         for the acceptance of deposits;



 




    	 	253



     


    

 


		(c)	Fee Tariffs means the fee tariffs
                                         specified in the Fees Rules of the activity group A.1 Deposit acceptors (ignoring any
                                         minimum fee or zero (0) rated fee required pursuant to the Fees Rules but taking into
                                         account any applicable discount rate);



 


		(d)	Tariff Base has the meaning
                                         given to it in, and will be calculated in accordance with, the Fees Rules; and



 


		(e)	Participating Member State
                                         means any member state of the European Communities that adopts or has adopted the euro
                                         as its lawful currency in accordance with legislation of the European Community relating
                                         to Economic and Monetary Union



 


		6	If requested by the Facility Agent,
                                         each Reference Bank shall, as soon as practicable after publication by the Financial
                                         Services Authority, supply to the Facility Agent, the rate of charge payable by that
                                         Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect
                                         of the relevant financial year of the Financial Services Authority (calculated for this
                                         purpose by that Reference Bank as being the average of the Fee Tariffs applicable to
                                         that Reference Bank for that financial year) and expressed in pounds per one million
                                         pounds (£1,000,000) of the Tariff Base of that Reference Bank.



 


		7	Each Lender shall supply any information
                                         required by the Facility Agent for the purpose of calculating its Additional Cost Rate.
                                         In particular, but without limitation, each Lender shall supply the following information
                                         on or prior to the date on which it becomes a Lender:



 


		(a)	the jurisdiction of its Facility
                                         Office; and



 


		(b)	any other information that
                                         the Facility Agent may reasonably require for such purpose.



 


Each Lender shall promptly
notify the Facility Agent of any change to the information provided by it pursuant to this paragraph 7.


 


		8	The rates of charge of each Reference
                                         Bank for the purpose of A above shall be determined by the Facility Agent based upon
                                         the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption
                                         that, unless a Lender notifies the Facility Agent to the contrary, each Lender's obligations
                                         in relation to cash ratio deposits and Special Deposits are the same as those of a typical
                                         bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction
                                         as its Facility Office.



 


		9	The Facility Agent shall have no liability
                                         to any person if such determination results in an Additional Cost Rate which over or
                                         under compensates any Lender and shall be entitled to assume that the information provided
                                         by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true
                                         and correct in all respects.



 




    	 	254



     


    

 


		10	The Facility Agent shall distribute
                                         the additional amounts received as a result of the Mandatory Cost to the Lenders on the
                                         basis of the Additional Cost Rate for each Lender based on the information provided by
                                         each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.



 


		11	Any determination by the Facility
                                         Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an
                                         Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest
                                         error, be conclusive and binding on all Parties.



 


		12	The Facility Agent may from time to
                                         time, after consultation with the Company and the Lenders, determine and notify to all
                                         Parties any amendments which are required to be made to this Schedule in order to
                                         comply with any change in law, regulation or any requirements from time to time imposed
                                         by the Bank of England, the Financial Services Authority or the European Central Bank
                                         (or, in any case, any other authority which replaces all or any of its functions) and
                                         any such determination shall, in the absence of manifest error, be conclusive and binding
                                         on all Parties.



 




    	 	255



     


    

 


Schedule 8

Repayment Schedule


 


[REDACTED]


 


CERTAIN PORTIONS OF
THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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Schedule 9

Insurances


 


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Schedule 10

Economic Assumptions


 


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Schedule 11

Completion Tests


 


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ANNEX 1


to Schedule 11


 


COMPLETION CERTIFICATES


 


[ALL CERTIFICATES SUBJECT TO FURTHER REVIEW
IN FORM AND SUBSTANCE. THE ATTACHED CERTIFICATES HAVE BEEN INSERTED AS A FORM THEREOF, TO BE REVISED UPON FURTHER REVIEW, DISCUSSION
AND CONSULTATION WITH THE INDEPENDENT TECHNICAL CONSULTANT.]


 




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ANNEX 1-A


to Schedule 11


 


FORM OF PHYSICAL FACILITIES CERTIFICATE


 


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Annex 1-A-1

to Physical Facilities Certificate


 


PHYSICAL FACILITIES

DESCRIPTION


 




    	 	305



     


    

 


Annex 1-A-2

to Physical Facilities Certificate


 


CAPITAL SPARES INVENTORY


 


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Annex 1-A-3

to Physical Facilities Certificate


 


DESCRIPTION OF INDEPENDENT TECHNICAL CONSULTANT
PROCEDURES


 


[To be completed at time of delivery]


 




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Annex 1-B


to Schedule 11


 


FORM OF MINING CERTIFICATE


 


[REDACTED]


 


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ANNEX 1-B-1


to Mining Certificate


 


MINE PRODUCTION DATA


 


[To be completed at time of delivery]


 




    	 	311



     


    

 


ANNEX 1-B-2


to Mining
Certificate


 


DESCRIPTION OF INDEPENDENT TECHNICAL CONSULTANT
PROCEDURES


 


[To be completed at time of delivery]


 


[REDACTED]


 


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ANNEX 1-C


to Schedule 11


 


FORM OF PROCESSING CERTIFICATE


 


[REDACTED]


 


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ANNEX 1-C-1


to Processing
Certificate


 


PROCESSING DATA


 


[To be completed at time of delivery]


 




    	 	316



     


    

 


ANNEX 1-C-2


to Processing
Certificate


 


DESCRIPTION OF INDEPENDENT TECHNICAL CONSULTANT
PROCEDURES


 


[To be completed at time of delivery]


 


[REDACTED]


 


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ANNEX 1-D


to Schedule 11


 


FORM OF REVENUE CERTIFICATE


 


[REDACTED]


 


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ANNEX 1-D-1


to Revenue Certificate


 


DIAMOND PRODUCTION AND REVENUE DATA


 


[To be completed at time of delivery]


 




    	 	321



     


    

 


ANNEX 1-D-2


to Revenue
Certificate


 


DESCRIPTION OF INDEPENDENT TECHNICAL CONSULTANT
PROCEDURES


 


[To be completed at time of delivery]


 


[REDACTED]


 


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ANNEX 1-E


to Schedule 11


 


FORM OF UNIT COST CERTIFICATE


 


[REDACTED]


 


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[REDACTED]


 


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[REDACTED]


 


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    	 	325



     


    

 


ANNEX 1-E-1


to Unit Cost
Certificate


 


UNIT COST DATA


 


[To be completed at time of delivery]


 




    	 	326



     


    

 


ANNEX 1-E-2


to Unit Cost
Certificate


 


DESCRIPTION OF INDEPENDENT TECHNICAL CONSULTANT
PROCEDURES


 


[To be completed at time of delivery]


 




    	 	327



     


    

 


ANNEX 1-F


to Schedule 11


 


FORM OF SOCIAL AND ENVIRONMENTAL CERTIFICATE


 


[REDACTED]


 


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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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Annex 1-F-1

to Social and Environmental Certificate


 


ENVIRONMENTAL AND SOCIAL DATA


 


[To be completed at time of delivery]


 




    	 	332



     


    

 


Annex 1-F-2

to Social and Environmental Certificate


 


DESCRIPTION OF INDEPENDENT TECHNICAL CONSULTANT
PROCEDURES


 


[To be completed at time of delivery]


 




    	 	333



     


    

 


Annex 1-F-3

to Social and Environmental Certificate


 


DESCRIPTION OF INDEPENDENT ENVIRONMENTAL
CONSULTANT PROCEDURES


 


[To be completed at time of delivery]


 




    	 	334



     


    

 


ANNEX 1-G


to Schedule 11


 


FORM OF FINANCIAL AND RESERVE CERTIFICATE


 


[REDACTED]


 


CERTAIN PORTIONS OF THIS PAGE HAVE
BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


CERTAIN PORTIONS OF THIS PAGE HAVE
BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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Annex 1-G-1

to Financial and Reserve Certificate


 


SUPPORTING DATA AND CALCULATIONS


 


[To be completed at time of delivery]


 




    	 	338



     


    

 


Annex 1-G-2

to Financial and Reserve Certificate


 


DESCRIPTION OF INDEPENDENT TECHNICAL CONSULTANT
PROCEDURES


 


[To be completed at time of delivery]


 




    	 	339



     


    

 


ANNEX 1-H


to Schedule 11


 


FORM OF RISK ASSESSMENT CERTIFICATE


 


[REDACTED]


 


CERTAIN PORTIONS OF THIS PAGE HAVE
BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


CERTAIN PORTIONS OF THIS PAGE HAVE
BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	342



     


    

 


ANNEX 1-H-1


to Risk Assessment
Certificate


 


RISK REGISTER


 


[To be completed at time of delivery]


 




    	 	343



     


    

 


Annex 1-H-2

to Risk Assessment Certificate


 


INSURANCE CONSULTANT REPORT


 


[To be completed at time of delivery]


 




    	 	344



     


    

 


ANNEX 1-H-3


to Risk Assessment
Certificate


 


DESCRIPTION OF INDEPENDENT TECHNICAL CONSULTANT
PROCEDURES


 


[To be completed at time of delivery]


 




    	 	345



     


    

 


ANNEX 1-I


to Schedule 11


 


FORM OF MARKETING CERTIFICATE


 


[REDACTED]


 


CERTAIN PORTIONS OF THIS PAGE HAVE
BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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ANNEX 1-I-1


to Marketing
Certificate


 


Form of Tender Results
Certificate


 


[REDACTED]


 


CERTAIN PORTIONS OF THIS PAGE HAVE
BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	349



     


    

 


Annex 1-I-2

to Marketing Certificate


 


ADDITIONAL MARKETING INFORMATION


 


[To be completed at time of delivery]


 




    	 	350



     


    

 


ANNEX 2


to Schedule 11


 


DEFINED TERMS


 


[REDACTED]


 


CERTAIN PORTIONS OF THIS PAGE HAVE
BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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Schedule 12

Hedging Strategy


 


[REDACTED]


 


CERTAIN PORTIONS OF THIS PAGE HAVE
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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




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[REDACTED]


 


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BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 




    	 	358



     


    

 


SIGNATURE PAGES


 


EXECUTED by the parties:


 


THE BORROWER


2435572 ONTARIO INC.


 


	 	By:	/s/ Bruce Ramsden
	 	 	 
	 	Name:	 Bruce Ramsden
	 	 	 
	 	Title:	Director / Authorised Signatory
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	Director / Authorised Signatory


 


THE GUARANTORS


MOUNTAIN PROVINCE DIAMONDS INC.


 


	 	By:	/s/  Bruce Ramsden
	 	 	 
	 	Name:	 Bruce Ramsden
	 	 	 
	 	Title:	Director / Authorised Signatory
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	Director / Authorised Signatory


 


2435386 ONTARIO INC.


 


	 	By:	/s/  Bruce Ramsden
	 	 	 
	 	Name:	 Bruce Ramsden
	 	 	 
	 	Title:	Director / Authorised Signatory
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	Director / Authorised Signatory


 




    	 	359



     


    

 


THE JOINT LEAD ARRANGERS AND BOOKRUNNERS





THE BANK OF NOVA SCOTIA 


 


	 	By:	/s/ Elizabeth Daponte
	 	 	 
	 	Name:	 Elizabeth Daponte, Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Asif Rafiq
	 	 	 
	 	Name:	 Asif Rafiq, Associate Director
	 	 	 
	 	Title:	Authorised Signatory


 


NEDBANK LIMITED, LONDON BRANCH


 


	 	By:	/s/ Kevin Ryder
	 	 	 
	 	Name:	 Kevin Ryder
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Adrian Hickman
	 	 	 
	 	Name:	 Adrian Hickman
	 	 	 
	 	Title:	Authorised Signatory


 


NATIXIS S.A.


 


	 	By:	/s/ David Derrez
	 	 	 
	 	Name:	 David Derrez
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Thomas Bordereau
	 	 	 
	 	Name:	 Thomas Bordereau
	 	 	 
	 	Title:	Authorised Signatory


 




    	 	360



     


    

 


BOOKRUNNER


ING CAPITAL LLC


 


	 	By:	/s/ Anthony Rivera
	 	 	 
	 	Name:	 Anthony Rivera
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Jens Van Yperzeele
	 	 	 
	 	Name:	 Jens Van Yperzeele
	 	 	 
	 	Title:	Authorised Signatory


 




    	 	361



     


    

 


FACILITY AGENT


THE BANK OF NOVA SCOTIA


 


	 	By:	/s/ Alastair Borthwick
	 	 	 
	 	Name:	 Alastair Borthwick, Managing Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Agnes Podbielski
	 	 	 
	 	Name:	 Agnes Podbielski, Associate Director
	 	 	 
	 	Title:	Authorised Signatory


 


SECURITY TRUSTEE


THE BANK OF NOVA SCOTIA


 


	 	By:	/s/ Alastair Borthwick
	 	 	 
	 	Name:	 Alastair Borthwick, Managing Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Agnes Podbielski
	 	 	 
	 	Name:	 Agnes Podbielski, Associate Director
	 	 	 
	 	Title:	Authorised Signatory


 


ACCOUNT BANK


THE BANK OF NOVA SCOTIA


 


	 	By:	/s/ Elizabeth Daponte
	 	 	 
	 	Name:	 Elizabeth Daponte, Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Asif Rafiq
	 	 	 
	 	Name:	 Asif Rafiq, Associate Director
	 	 	 
	 	Title:	Authorised Signatory


 




    	 	362



     


    

 


TECHNICAL AGENT


NATIXIS S.A.


 


	 	By:	/s/ David Derrez
	 	 	 
	 	Name:	 David Derrez
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Thomas Bordereau
	 	 	 
	 	Name:	 Thomas Bordereau
	 	 	 
	 	Title:	Authorised Signatory


 


INSURANCE AGENT


NEDBANK LIMITED, LONDON BRANCH 


 


	 	By:	/s/ Kevin Ryder
	 	 	 
	 	Name:	 Kevin Ryder
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Adrian Hickman
	 	 	 
	 	Name:	 Adrian Hickman
	 	 	 
	 	Title:	Authorised Signatory


 


MARKETING AGENT





NEDBANK LIMITED, LONDON BRANCH 


 


	 	By:	/s/ Kevin Ryder
	 	 	 
	 	Name:	 Kevin Ryder
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Adrian Hickman
	 	 	 
	 	Name:	 Adrian Hickman
	 	 	 
	 	Title:	Authorised Signatory


 




    	 	363



     


    

 


DOCUMENTATION AGENT





EXPORT DEVELOPMENT CANADA 


 


	 	By:	/s/ Frank Kelly
	 	 	 
	 	Name:	Frank Kelly, Director Extractive Industries Structured and Project Finance
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	Authorised Signatory


 


LENDERS


THE BANK OF NOVA SCOTIA 


 


	 	By:	/s/ Elizabeth Daponte
	 	 	 
	 	Name:	 Elizabeth Daponte, Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Asif Rafiq
	 	 	 
	 	Name:	 Asif Rafiq, Associate Director
	 	 	 
	 	Title:	Authorised Signatory


 


NATIXIS S.A.


 


	 	By:	/s/ David Derrez
	 	 	 
	 	Name:	 David Derrez
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Thomas Bordereau
	 	 	 
	 	Name:	 Thomas Bordereau
	 	 	 
	 	Title:	Authorised Signatory


 




    	 	364



     


    

 


NEDBANK LIMITED, LONDON BRANCH


 


	 	By:	/s/ Kevin Ryder
	 	 	 
	 	Name:	 Kevin Ryder
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Adrian Hickman
	 	 	 
	 	Name:	 Adrian Hickman
	 	 	 
	 	Title:	Authorised Signatory


 


ING CAPITAL LLC


 


	 	By:	/s/ Anthony Rivera
	 	 	 
	 	Name:	 Anthony Rivera, Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Jens Van Yperzeele
	 	 	 
	 	Name:	 Jens Van Yperzeele
	 	 	 
	 	Title:	Authorised Signatory


 


EXPORT DEVELOPMENT CANADA


 


	 	By:	/s/ Frank Kelly
	 	 	 
	 	Name:	 Frank Kelly, Director Extractive Industries Structured and Project Finance
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Jean-Phillippe Nolet
	 	 	 
	 	Name:	 Jean-Phillippe Nolet, Project Finance Manager
	 	 	 
	 	Title:	Authorised Signatory


 




    	 	365



     


    

 


BANK OF MONTREAL


 


	 	By:	/s/ Derek Tovich
	 	 	 
	 	Name:	 Derek Tovich
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	Authorised Signatory


 




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HEDGE PROVIDERS


THE BANK OF NOVA SCOTIA 


 


	 	By:	/s/ Elizabeth Daponte
	 	 	 
	 	Name:	 Elizabeth Daponte, Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Asif Rafiq
	 	 	 
	 	Name:	 Asif Rafiq, Associate Director
	 	 	 
	 	Title:	Authorised Signatory


 


NATIXIS


 


	 	By:	/s/ Jean-Guillaume de Maneville
	 	 	 
	 	Name:	 Jean-Guillaume de Maneville, Managing Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Duane Morikawa
	 	 	 
	 	Name:	 Duane Morikawa
	 	 	 
	 	Title:	Authorised Signatory


 


NEDBANK LIMITED, LONDON BRANCH


 


	 	By:	/s/ Kevin Ryder
	 	 	 
	 	Name:	 Kevin Ryder
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	/s/ Adrian Hickman
	 	 	 
	 	Name:	 Adrian Hickman
	 	 	 
	 	Title:	Authorised Signatory


 




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ING CAPITAL MARKETS LLC


 


	 	By:	/s/ Gary E. Kalbaugh
	 	 	 
	 	Name:	 Gary E. Kalbaugh, Director
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	Authorised Signatory


 


BANK OF MONTREAL


 


	 	By:	/s/ Derek Tovich
	 	 	 
	 	Name:	 Derek Tovich
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	Authorised Signatory


 




    	 	368