Common use of Option to Repurchase Clause in Contracts

Option to Repurchase. 12.1 Subject to the termination of this Agreement pursuant to Article 13 hereof, from and after the Effective Date of this Agreement and until the Joint Venture (or the Joint Venture Company as applicable) has been formed in accordance with this Agreement, the Optionee may not abandon or allow to lapse any of the mining concessions that comprise the Property unless in accordance with the provisions of this Section 12 hereof. 12.2 Notwithstanding Section 12.1 hereof, commencing on or before June 30 of each calendar year until the earlier of the Option Exercise Date or the last day of the Option Period (in each case a “Notification Date”), the Optionee will provide prior written notice to the Owner of certain claims within the Property which may lapse due to lack of sufficient exploration Expenditures. On each Notification Date, the Optionee will notify (a “Notification”) the Owner as to which claims it proposes to abandon or allow to lapse and which claims it intends to keep in good standing, but is not in a position to fund and the Owner will have the right, but not the obligation, to perform the exploration activities or post bonds in lieu of work commitments as are necessary to keep some or all applicable claims in good standing (such claims on which the Owner performs exploration activities or post bonds pursuant to this Section 12.2 are referred to as the “Claw Back Claims”). For greater certainty, once having commenced exploration activities or having posted bonds in lieu of work in respect of any Claw Back Claims, the Owner will have no obligation to complete such exploration activities or to keep such Claw Back Claims in good standing, and may abandon or allow to lapse any such claims. 12.3 If the Owner funds the exploration activities or posts the bonds in lieu of work commitments necessary to keep any of the Claw Back Claims in good standing, then the Optionee will cease to have the right to earn an interest in the Clawback Claims except pursuant to this Section 12.3. At any time prior to the last day of the Option Period, the Optionee will have the right (the “Claw Back Right”) to earn its 50% project interest in the Claw Back Claims by paying an amount equal to 150% of the Owner’s exploration expenditures or bonds in lieu of work commitments which were paid by the Owner, in addition to the Option Obligation. For greater certainty, in order to earn its 50% interest in the Claw Back Claims, the Optionee must, prior to the last day of the Option Period, have fulfilled its Option Obligation by incurring Expenditures required to have been made by the last day of the Option Period, as set out in Section 3.1 hereof inclusive of the Expenditures made by the Owner pursuant to Section 12.2 hereof, and must, in addition, have paid to the Owner a further 50% of expenditure costs incurred by the Owner with respect to the Claw Back Claims pursuant to Section 12.2 hereof. If the Optionee does not exercise the Claw Back Right by the last day of the Option Period, the Optionee will forfeit any interest in the Claw Back Claims and the Property will cease to comprise the Claw Back Claims for the purposes of the Option. If the Owner makes the exploration expenditures or posts the bonds in lieu of work commitments to maintain the Claw Back Claims in good standing, the Owner will retain its 100% interest in such claims. Operator

Option to Repurchase. 12.1 Subject Without prejudice to the termination enforcement of this Agreement pursuant to Article 13 hereof, from and after the Effective Date of this Agreement and until the Joint Venture (or the Joint Venture Company as applicable) has been formed in accordance with this AgreementSenior Secured Parties’ remedies, the Optionee may not abandon or allow to lapse Senior Secured Parties agree at any time following an acceleration of the mining concessions that comprise the Property unless Senior Obligations in accordance with the provisions terms of this Section 12 hereof. 12.2 Notwithstanding Section 12.1 hereofthe U.S. Credit Agreement or the commencement of an Insolvency or Liquidation Proceeding, commencing the Senior Secured Parties will offer the Second Priority Debt Parties the option to purchase (the “Purchase”) at par/face amount the entire aggregate amount of outstanding Senior Obligations (which includes principal, interest, fees, breakage costs, attorneys’ fees and expenses, and, in the case of any Swap Agreements, on a per Secured Swap Provider basis, the positive amount that is payable by the Company or relevant Guarantor thereunder reflecting any unpaid amount then due or amount owing in connection with the termination (or early termination) on or before June 30 of each calendar year until prior to the earlier date of the Option Exercise Date or the last day Purchase after giving effect to offset and netting arrangements in respect of such Secured Swap Provider, but which excludes any rights of the Option Period (in each case a “Notification Date”), Senior Secured Parties with respect to indemnification and other contingent obligations of the Optionee will provide prior written notice Company and Guarantors under the Senior Debt Documents that are expressly stated to survive the Owner termination of certain claims within the Property which may lapse due to lack of sufficient exploration Expenditures. On each Notification Date, the Optionee will notify (a “Notification”) the Owner as to which claims it proposes to abandon or allow to lapse and which claims it intends to keep in good standing, but is not in a position to fund and the Owner will have the right, but not the obligation, to perform the exploration activities or post bonds in lieu of work commitments as are necessary to keep some or all applicable claims in good standing (such claims on which the Owner performs exploration activities or post bonds pursuant to this Section 12.2 are referred to as the “Claw Back Claims”Senior Debt Documents). For greater certaintyavoidance of doubt, once having commenced exploration activities or having posted bonds in lieu of work in respect of any Claw Back Claims, the Owner Senior Obligations which are not purchased will have no obligation continue to complete such exploration activities or to keep such Claw Back Claims in good standing, constitute Senior Obligations hereunder and may abandon or allow to lapse any such claims. 12.3 If the Owner funds the exploration activities or posts the bonds in lieu of work commitments necessary to keep any of the Claw Back Claims in good standing, then the Optionee will cease to have the right to earn an interest shall be secured in the Clawback Claims except pursuant same manner and subject to this Section 12.3. At any time the same protections hereunder as existed immediately prior to the last day of the Option PeriodPurchase. The Purchase shall be made without warranty or representation or recourse, the Optionee will have the right (the “Claw Back Right”) to earn its 50% project interest in the Claw Back Claims by paying an amount equal to 150% of the Owner’s exploration expenditures or bonds in lieu of work commitments which were paid by the Owner, in addition to the Option Obligation. For greater certainty, in order to earn its 50% interest in the Claw Back Claims, the Optionee must, prior to the last day of the Option Period, have fulfilled its Option Obligation by incurring Expenditures required to have been made by the last day of the Option Period, as set out in Section 3.1 hereof inclusive of the Expenditures made by the Owner pursuant to Section 12.2 hereof, and must, in addition, have paid to the Owner on a further 50% of expenditure costs incurred by the Owner with respect to the Claw Back Claims pursuant to Section 12.2 hereof. If the Optionee does not exercise the Claw Back Right by the last day of the Option Period, the Optionee will forfeit any interest in the Claw Back Claims and the Property will cease to comprise the Claw Back Claims for the purposes of the Option. If the Owner makes the exploration expenditures or posts the bonds in lieu of work commitments to maintain the Claw Back Claims in good standing, the Owner will retain its 100% interest in such claims. Operatorpro rata basis across Senior Secured Parties.

Option to Repurchase. 12.1 Subject (a) Without prejudice to the termination enforcement of this Agreement pursuant to Article 13 hereof, from and after the Effective Date of this Agreement and until the Joint Venture (or the Joint Venture Company as applicable) has been formed in accordance with this AgreementSenior Secured Parties’ remedies, the Optionee may not abandon or allow to lapse Senior Secured Parties agree at any time following an acceleration of the mining concessions that comprise the Property unless Senior Obligations in accordance with the provisions terms of this Section 12 hereofthe U.S. Credit Agreement or the commencement of an Insolvency or Liquidation Proceeding, the Senior Secured Parties will offer the Second Priority Debt Parties the option to purchase (the “Purchase”) at par/face amount the entire aggregate amount of outstanding Senior Obligations (which includes principal, interest, fees, breakage costs, attorneys’ fees and expenses, and, in the case of any Swap Agreements, on a per Secured Swap Provider basis, the positive amount that is payable by the Company or relevant Guarantor thereunder reflecting any unpaid amount then due or amount owing in connection with the termination (or early termination) on or prior to the date of the Purchase after giving effect to offset and netting arrangements in respect of such Secured Swap Provider, but which excludes any rights of the Senior Secured Parties with respect to indemnification and other contingent obligations of the Company and Guarantors under the Senior Debt Documents that are expressly stated to survive the termination of the Senior Debt Documents). For avoidance of doubt, any Senior Obligations which are not purchased will continue to constitute Senior Obligations hereunder and shall be secured in the same manner and subject to the same protections hereunder as existed immediately prior to the Purchase. The Purchase shall be made without warranty or representation or recourse, on a pro rata basis across Senior Secured Parties. 12.2 Notwithstanding Section 12.1 hereof(b) In connection with the exercise of such option, commencing on the purchasing Second Priority Debt Parties shall furnish cash collateral to any relevant Senior Secured Party as it reasonably deems necessary to secure any such Senior Secured Party’s outstanding Letters of Credit or before June 30 Canadian Letters of each calendar year until the earlier Credit (not to exceed 105% of the Option Exercise Date or the last day face amount of the Option Period aggregate undrawn face amount of such letters of credit). (in each case a “Notification Date”c) The Second Priority Debt Parties shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter, but not later than thirty (30) Business Days after receipt of such offer. If the Second Priority Debt Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to the Senior Representative and the Second Priority Representative. If the Second Priority Debt Parties reject such offer (or do not so irrevocably accept such offer within the required timeframe), the Optionee will provide prior written notice to the Owner of certain claims within the Property which may lapse due to lack of sufficient exploration Expenditures. On each Notification Date, the Optionee will notify (a “Notification”) the Owner as to which claims it proposes to abandon or allow to lapse and which claims it intends to keep in good standing, but is not in a position to fund and the Owner will Senior Secured Parties shall have the right, but not the obligation, to perform the exploration activities or post bonds in lieu of work commitments as are necessary to keep some or all applicable claims in good standing (such claims on which the Owner performs exploration activities or post bonds no further obligations pursuant to this Section 12.2 are referred to as the “Claw Back Claims”). For greater certainty, once having commenced exploration activities or having posted bonds in lieu of work in respect of any Claw Back Claims, the Owner will have no obligation to complete such exploration activities or to keep such Claw Back Claims in good standing, 5.07 and may abandon or allow to lapse take any such claimsfurther actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement. 12.3 If the Owner funds the exploration activities or posts the bonds in lieu of work commitments necessary to keep any of the Claw Back Claims in good standing, then the Optionee will cease to have the right to earn an interest in the Clawback Claims except pursuant to this Section 12.3. At any time prior to the last day of the Option Period, the Optionee will have the right (the “Claw Back Right”) to earn its 50% project interest in the Claw Back Claims by paying an amount equal to 150% of the Owner’s exploration expenditures or bonds in lieu of work commitments which were paid by the Owner, in addition to the Option Obligation. For greater certainty, in order to earn its 50% interest in the Claw Back Claims, the Optionee must, prior to the last day of the Option Period, have fulfilled its Option Obligation by incurring Expenditures required to have been made by the last day of the Option Period, as set out in Section 3.1 hereof inclusive of the Expenditures made by the Owner pursuant to Section 12.2 hereof, and must, in addition, have paid to the Owner a further 50% of expenditure costs incurred by the Owner with respect to the Claw Back Claims pursuant to Section 12.2 hereof. If the Optionee does not exercise the Claw Back Right by the last day of the Option Period, the Optionee will forfeit any interest in the Claw Back Claims and the Property will cease to comprise the Claw Back Claims for the purposes of the Option. If the Owner makes the exploration expenditures or posts the bonds in lieu of work commitments to maintain the Claw Back Claims in good standing, the Owner will retain its 100% interest in such claims. Operator

Option to Repurchase. 12.1 Subject (a) Without prejudice to the termination enforcement of this Agreement pursuant to Article 13 hereof, from and after the Effective Date of this Agreement and until the Joint Venture (or the Joint Venture Company as applicable) has been formed in accordance with this AgreementSenior Secured Parties’ remedies, the Optionee may not abandon or allow to lapse Senior Secured Parties agree at any time following an acceleration of the mining concessions that comprise the Property unless Senior Obligations in accordance with the provisions terms of this Section 12 hereofthe Senior Credit Agreement or the commencement of an Insolvency or Liquidation Proceeding involving the Company as debtor, the Senior Secured Parties will be deemed to have automatically offered the Junior Debt Parties the option to purchase (the “Purchase”) at par/face amount the entire aggregate amount of outstanding Senior Obligations (which includes principal, interest, fees, breakage costs, attorneys’ fees and expenses, and, in the case of any Swap Agreements, on a per Secured Swap Provider basis, the positive amount that is payable by the Company or relevant Guarantor thereunder reflecting any unpaid amount then due or amount owing in connection with the termination (or early termination) on or prior to the date of the Purchase after giving effect to offset and netting arrangements in respect of such Secured Swap Provider, but which excludes any rights of the Senior Secured Parties with respect to indemnification and other obligations of the Company and Guarantors under the Senior Debt Documents that are expressly stated to survive the termination of the Senior Debt Documents). For avoidance of doubt, Senior Obligations not purchased will continue to constitute Senior Obligations hereunder and shall be secured in the same manner and subject to the same protections hereunder as existed immediately prior to the Purchase. The Purchase shall be made without warranty or representation or recourse, on a pro rata basis across Senior Secured Parties. 12.2 Notwithstanding Section 12.1 hereof(b) In connection with the exercise of such option, commencing on or before June 30 the purchasing Junior Debt Parties shall furnish cash collateral to any relevant Senior Secured Party as it reasonably deems necessary to secure any such Senior Secured Party’s outstanding Letters of each calendar year until the earlier Credit (not to exceed 105% of the Option Exercise Date or the last day face amount of the Option Period aggregate undrawn face amount of such Letters of Credit). (c) The Junior Debt Parties shall irrevocably accept or reject such offer within ten (10) Business Days of the acceleration or Insolvency, as applicable, and the parties shall endeavor to close promptly thereafter, but in each case a “Notification Date”no event later than twenty (20) Business Days after such acceleration or Insolvency, as applicable. If the Junior Debt Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to the Senior Representative and such Junior Debt Parties. If the Second Priority Debt Parties reject such offer (or do not so irrevocably accept such offer within the required timeframe), the Optionee will provide prior written notice to the Owner of certain claims within the Property which may lapse due to lack of sufficient exploration Expenditures. On each Notification Date, the Optionee will notify (a “Notification”) the Owner as to which claims it proposes to abandon or allow to lapse and which claims it intends to keep in good standing, but is not in a position to fund and the Owner will Senior Secured Parties shall have the right, but not the obligation, to perform the exploration activities or post bonds in lieu of work commitments as are necessary to keep some or all applicable claims in good standing (such claims on which the Owner performs exploration activities or post bonds no further obligations pursuant to this Section 12.2 are referred to as the “Claw Back Claims”). For greater certainty, once having commenced exploration activities or having posted bonds in lieu of work in respect of any Claw Back Claims, the Owner will have no obligation to complete such exploration activities or to keep such Claw Back Claims in good standing, 5.07 and may abandon or allow to lapse take any such claims.further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement 12.3 If the Owner funds the exploration activities or posts the bonds in lieu of work commitments necessary to keep any (d) Such purchase of the Claw Back Claims in good standing, then Senior Obligations shall be made on a pro rata basis among the Optionee will cease to have the right to earn an interest in the Clawback Claims except pursuant to this Section 12.3. At any time prior Junior Debt Parties giving notice to the last day respective Junior Representative of their interest to exercise the purchase option hereunder according to each such Junior Debt Party’s portion of the Option Period, the Optionee will have the right (the “Claw Back Right”) to earn its 50% project interest in the Claw Back Claims by paying an principal amount equal to 150% of the Owner’s exploration expenditures or bonds loans under the Indenture outstanding on the date of purchase (as ratably adjusted in lieu of work commitments which were paid by the Owner, in addition case less than all Junior Debt Parties elect to the Option Obligation. For greater certainty, in order to earn its 50% interest in the Claw Back Claims, the Optionee must, prior to the last day of the Option Period, have fulfilled its Option Obligation by incurring Expenditures required to have been made by the last day of the Option Period, as set out in Section 3.1 hereof inclusive of the Expenditures made by the Owner pursuant to Section 12.2 hereof, and must, in addition, have paid to the Owner a further 50% of expenditure costs incurred by the Owner with respect to the Claw Back Claims pursuant to Section 12.2 hereof. If the Optionee does not exercise the Claw Back Right by the last day of the Option Period, the Optionee will forfeit any interest in the Claw Back Claims and the Property will cease to comprise the Claw Back Claims for the purposes of the Option. If the Owner makes the exploration expenditures or posts the bonds in lieu of work commitments to maintain the Claw Back Claims in good standing, the Owner will retain its 100% interest participate in such claims. Operatorpurchase).