PRIMERO MINING CORP. as Borrower and BMO CAPITAL MARKETS as Lead Arranger and Sole Bookrunner and BANK OF MONTREAL as Administrative Agent and THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO CREDIT AGREEMENT Dated as of May 23, 2014 Fasken...

Defined Terms

if the acquisition is a share purchase, the Borrower shall Control the entity being acquired immediately following the completion of such acquisition; or

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

for Schedule I Lenders, the CDOR Rate with a term identical to the term to maturity of the applicable Bankers’ Acceptance; and

for Schedule II Lenders, Schedule III Lenders and Non-BA Lenders, the sum of:

the BA Discount Rate for Schedule I Lenders determined in accordance with subsection (a) above; and

10 basis points per annum.

the aggregate face amount of such Bankers’ Acceptances; by

the price, where the price is determined by dividing one by the sum of one plus the product of:

the BA Discount Rate which is applicable to such Bankers’ Acceptance (expressed as a decimal); and

a fraction, the numerator of which is the number of days remaining in the term of such Bankers’ Acceptances and the denominator of which is 365;

Interest Expenses for such Fiscal Quarter;

consolidated income tax expenses of the Borrower (but excluding any Subsidiaries which are not Guarantors) for such Fiscal Quarter; and

consolidated depreciation and amortization expenses and other non-cash expenses of the Borrower (which shall include, for certainty, the Borrower’s non-cash stock options but excluding any Subsidiaries which are not Guarantors) for such Fiscal Quarter;

the date on which the Administrative Agent notifies the Borrower, pursuant to Section 13.1, that all indebtedness of the Borrower to the Lenders hereunder has become immediately due and payable or on which such indebtedness automatically becomes due and payable pursuant to Section 13.1, whichever occurs first; or

if all indebtedness of the Borrower to the Lenders hereunder has been repaid in full and all commitments of the Lenders hereunder have terminated, the date on which a Qualified Cash Management Lender or Qualified Risk Management Lender notifies the Borrower that all indebtedness of the Borrower to such Qualified Cash Management Lender or Qualified Risk Management Lender under the relevant Common Cash Management Agreement or Common Risk Management Agreement, as the case may be, has become immediately due and payable or on which such indebtedness automatically becomes due and payable, whichever occurs first.

IFC Performance Standards;

IFC Environmental, Health and Safety General Guidelines; and

IFC Environmental, Health and Safety Guidelines for Mining.

the business, property, assets, liabilities or condition (financial or otherwise) of the Companies taken as a whole;

the ability of any Obligor to perform its obligations under any Credit Document to which it is a party; or

the ability of any Finance Party or the Mexican Collateral Agent to enforce its rights under any Credit Document.

in respect of which the product obtained by multiplying (i) the percentage of the Shares of such Subsidiary directly or indirectly owned by the Borrower by (ii) the gross revenues of such Subsidiary for the most recently completed four Fiscal Quarters, is greater than $5,000,000; or

in respect of which the product obtained by multiplying (i) the percentage of the Shares directly or indirectly owned by the Borrower by (ii) the book value of the assets of such Subsidiary as at the last day of the most recently completed fiscal quarter of such Subsidiary, is greater than $10,000,000; or

which owns any direct or indirect interest in a Material Property; or

which is a party to a Material Agreement (including but not limited to STB).

the amount, if any, of all Taxes paid or estimated to be payable by or on behalf of the Obligor in connection with such Prepayment Trigger Event; and

reasonable and customary fees, commissions, expenses, issuance costs, deductibles, discounts and other costs paid by or on behalf of the Obligor in connection with such Prepayment Trigger Event.

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

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

has no financial recourse to any Obligor; or

has entered into a non-disturbance agreement in favour of the Administrative Agent or, if applicable, the Mexican Collateral Agent, in form and substance satisfactory to the Administrative Agent.

the entity or assets being acquired are in the mining industry, mineral exploration or mineral extraction;

if the subject Acquisition is financed solely with Shares of the Borrower, the entity or assets being acquired are in a Permitted Jurisdiction, Brazil, Peru, Chile, Columbia, Guyana, Suriname or Uruguay and otherwise if the subject Acquisition is paid in whole or in part with cash or by way of an assumption of debt, the entity or assets being acquired are in a Permitted Jurisdiction, Chile, Brazil or Peru;

no Default or Event of Default would have occurred and be continuing at the time of such Acquisition or would arise immediately after such Acquisition and as a result thereof;

in the case of an Acquisition not financed solely by the issuance of Shares of the Borrower, (i) immediately after the Acquisition, the aggregate of Unrestricted Cash in Permitted Jurisdictions and Available Credit is no less than $25,000,000, (ii) after giving effect to the Acquisition, the Borrower would be in pro forma compliance with each of the financial covenants in Section 11.1 and the Borrower shall have delivered to the Administrative Agent a Compliance Certificate to such effect, (iii) the Acquisition is made pursuant to a negotiated agreement and (iv) the Borrower shall have delivered to the Administrative Agent information with respect to the acquired entity or the acquired assets, as the case may be, which any of the Lenders may reasonably require; and

in the case of an Acquisition of an entity which becomes a direct or indirect Subsidiary of the Borrower, the Borrower shall have complied with Section 11.2(o).

Dispositions of inventory, product or produced or unprocessed minerals, metals or other mineral or extracted materials Disposed of in the ordinary course of business;

Dispositions of worn out, unserviceable or obsolete equipment in the ordinary course of business;

Dispositions of publicly traded securities Disposed of for their fair market value; and

other Dispositions provided that the aggregate Net Disposition Proceeds of such Dispositions do not exceed $10,000,000 in any Fiscal Year (for the avoidance of doubt, such $10,000,000 threshold excludes the proceeds of any Permitted Dispositions referenced in paragraphs (a), (b) and (c) of this definition);in each case, further provided that a Disposition will be deemed not to be a Permitted Disposition if (i) the asset Disposed of is an asset of a Material Property (other than the Disposition of the Ventanas Property to an Obligor and the Disposition of worn out, unserviceable or obsolete equipment Disposed of in the ordinary course of business) or (ii) a Default or Event of Default has occurred and is continuing at the time of such Disposition or would arise immediately after such Disposition as a result thereof.

the Secured Obligations;

Indebtedness of the Obligors arising under Capital Leases and Purchase Money Indebtedness of the Obligors; provided that, at any particular time, the aggregate amount of such Indebtedness does not exceed $10,000,000;

Indebtedness of the Obligors under Other Capital Leases provided that, at any particular time, the aggregate amount of such Indebtedness does not exceed $30,000,000 (for the avoidance of doubt, such amount being in excess to the amount referenced in paragraph (b), above);

at all times that the Intercreditor Documents remain in full force and effect, Indebtedness of the Obligors existing at the date hereof including Indebtedness under the SLW Silver Purchase Agreement, the Borrower Silver Purchase Guarantee, the PEM Silver Purchase Guarantee and the Goldcorp Indemnity Agreement;

vendor-take-back Indebtedness incurred pursuant to a Permitted Acquisition which has no recourse to any entity which has any direct or indirect ownership interest in the San Dimas Mine and where the recourse of such Indebtedness is limited to (i) the acquired assets, (ii) the acquired entity, or (iii) the relevant Obligor’s equity interest in the acquired entity, in each case provided that the Borrower has provided evidence satisfactory to the Lenders that (x) no Default or Event of default has occurred and is continuing at the time of or would arise as a result of the incurring of such Indebtedness and (y) the Borrower would be in compliance with all of the financial covenants in Section 11.1 on a pro forma basis after giving effect to the incurring of such Indebtedness;

at all times that the Postponement and Subordination Undertaking remains in full force and effect, Indebtedness of the Obligors to any other Obligor or to any other Company;

trade payables and other accrued liabilities of the Obligors incurred in the ordinary course of business and payable in accordance with customary practices;

any other unsecured Indebtedness for borrowed money not referred to in clauses (a) to (l) above which does not have a maturity or any scheduled repayment due prior to the third anniversary of the Maturity Date, is otherwise on terms no more onerous than the Secured Obligations and does not aggregate more than $200,000,000; and

an unsecured overdraft facility in the maximum amount of $10,000,000 obtain in the ordinary course of business;

unsecured Risk Management Agreements with non-Lenders obtained in the ordinary course of business, including any guarantees given in relation to the same; provided that, at any particular time, the aggregate amount of such Indebtedness under such unsecured Risk Management Agreements does not exceed $10,000,000;

at all times that the Sandstorm Subordination Agreement remains in full force and effect, Indebtedness of Primero Gold under the Sandstorm Gold Purchase Agreement; and

any guarantee or indemnity in respect of Permitted Indebtedness;

Investments constituting Capital Expenditures;

Investments in Cash;

Investments financed by the issuance of shares of the Borrower;

Investments by any Obligor in another Obligor; and

other Investments in an aggregate amount not exceeding $10,000,000 at any time;

the Security;

for so long as the Intercreditor Documents remain in full force and effect, the SWC Security and the Goldcorp Security;

Liens for taxes, assessments or governmental charges or levies not at the time due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with GAAP;

the Lien of any judgment rendered or the Lien of any claim filed which is being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with GAAP;

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

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

the right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease, licence, franchise, grant or permit acquired by any Obligor or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof and any right of such municipality or government or other public authority in the event of failure to make such annual or other payments;

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

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

the restrictions, exceptions, reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants from any Official Body, and any statutory and common law limitations, exceptions, reservations and qualifications;

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

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

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

Liens securing Indebtedness arising under clauses (b), (c), (d) and (k) of the definition of Permitted Indebtedness; and

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

the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect of any shares in the capital of the Borrower, other than a dividend declared, paid or set aside for payment by the Borrower which is payable in shares of the Borrower;

the payment or setting aside for payment of any amount in consideration of the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any shares in the capital of the Borrower or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for shares in the capital of the Borrower, including, without limitation, options, warrants, conversion or exchange privileges and similar rights; or

the payment or prepayment of interest or the repayment or prepayment of principal with respect to any Indebtedness of the Borrower which is postponed in right of payment to the Secured Obligations (including, for certainty, under or in connection with the Postponement and Subordination Undertaking).

for the Fiscal Quarter ending June 30, 2014, EBITDA for such Fiscal Quarter multiplied by four;

for the Fiscal Quarter ending September 30, 2014, the aggregate amount of EBITDA for such Fiscal Quarter and for the immediately preceding Fiscal Quarter multiplied by two;

for the Fiscal Quarter ending December 31, 2014, the aggregate amount of EBITDA for such Fiscal Quarter and for the two immediately preceding Fiscal Quarters multiplied by 4/3; and

for each Fiscal Quarter thereafter, the aggregate amount of EBITDA for such Fiscal Quarter and for the three immediately preceding Fiscal Quarters.

for the Fiscal Quarter ending June 30, 2014, Interest Expenses for such Fiscal Quarter multiplied by four;

for the Fiscal Quarter ending September 30, 2014, the aggregate amount of Interest Expenses for such Fiscal Quarter and for the immediately preceding Fiscal Quarter multiplied by two;

for the Fiscal Quarter ending December 31, 2014, the aggregate amount of Interest Expenses for such Fiscal Quarter and for the two immediately preceding Fiscal Quarters multiplied by 4/3; and

for each Fiscal Quarter thereafter, the aggregate amount of Interest Expenses for such Fiscal Quarter and for the three immediately preceding Fiscal Quarters.

the 4% net smelter royalty with respect to the San Anton (T-205335) concession payable to the Mexican Geological Service; and

the 3% net smelter royalty with respect to the La Libertad (T-198427), Nuevo San Anton (T-208424), El ▇▇▇▇▇▇ (T-210168), Ave ▇▇ ▇▇▇▇▇▇ (T- 216707) and ▇▇▇▇▇▇▇ (T-220992) concessions payable to Corporacion Turistica Sanluis, S.A. de C.V.

all of the present and future assets, property and undertaking of the Obligors; and

any and all proceeds of any of the foregoing.

Other Usages

Plural and Singular

Headings

Currency

Applicable Law

Time of the Essence

Non-Banking Days

Consents and Approvals

Amount of Credit

in the case of a Prime Rate Loan or a BA Equivalent Loan, the U.S. Dollar Equivalent of the principal amount thereof;

in the case of a Bankers’ Acceptance, the U.S. Dollar Equivalent of the face amount of the Bankers’ Acceptance;

in the case of a Base Rate Loan or a LIBOR Loan, the principal amount thereof;

in the case of a Letter denominated in Canadian dollars, the U.S. Dollar Equivalent of the contingent liability of the Issuing Lender thereunder at such time; and

in the case of a Letter denominated in United States dollars, the contingent liability of the Issuing Lender thereunder at such time.

Schedules

Extension of Credit

Accounting Terms – GAAP

Change in Accounting Polices

Paramountcy

Establishment of Credit Facility

Lenders’ Commitments

Reduction of Credit Limit

Termination of Credit Facility

The Credit Facility shall terminate upon the earliest to occur of:

the termination of the Credit Facility in accordance with Section 13.1;

the date on which the amount of the Credit Limit has been permanently reduced to zero pursuant to Section 2.3; and

the Maturity Date.

Upon the termination of the Credit Facility, the right of the Borrower to obtain any credit hereunder and all of the obligations of the Lenders to extend credit hereunder shall automatically terminate.

Types of Credit Availments

Funding of Loans

Failure of Lender to Fund Loan

Funding of Bankers’ Acceptances.

If the Administrative Agent receives from the Borrower a Drawdown Notice, Rollover Notice or Conversion Notice requesting a drawdown of, a rollover of or a conversion into Bankers’ Acceptances, the Administrative Agent shall notify each of the Lenders prior to 11:00 a.m. (Toronto time) on the second Banking Day prior to the date of such extension of credit of such request and of each Lender’s Pro Rata Share of such extension of credit. The Administrative Agent shall also at such time notify the Borrower of each Lender’s Pro Rata Share of such extension of credit. Each Lender shall, not later than 11:00 a.m. (Toronto time) on the date of each extension of credit by way of Bankers’ Acceptance, accept drafts of the Borrower which are presented to it for acceptance and which have an aggregate face amount equal to such Lender’s Pro Rata Share of the total extension of credit being made available by way of Bankers’ Acceptances on such date, as advised by the Administrative Agent. Each Lender shall purchase the Bankers’ Acceptances which it has accepted for a purchase price equal to the BA Discounted Proceeds therefor. Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any and all Bankers’ Acceptances accepted and purchased by it.

The Borrower shall provide for payment to the accepting Lenders of the face amount of each Bankers’ Acceptance at its maturity, either by payment of such amount or through an extension of credit hereunder or through a combination of both. The Borrower hereby waives presentment for payment of Bankers’ Acceptances by the Lenders and any defence to payment of amounts due to a Lender in respect of a Bankers’ Acceptance which might exist by reason of such Bankers’ Acceptance being held at maturity by the Lender which accepted it and agrees not to claim from such Lenders any days of grace for the payment at maturity of Bankers’ Acceptances.

In the case of a drawdown by way of Bankers’ Acceptance, each Lender shall, forthwith after the acceptance of drafts of the Borrower as aforesaid, make available to the Administrative Agent the BA Proceeds with respect to the Bankers’ Acceptances accepted by it. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12, make such BA Proceeds available to the Borrower on the date of such extension of credit by crediting the relevant Designated Account. In the case of a rollover of or conversion into Bankers’ Acceptances, each Lender shall retain the Bankers’ Acceptance accepted by it and shall not be required to make any funds available to the Administrative Agent for deposit to the relevant Designated Account; however, forthwith after the acceptance of drafts of the Borrower as aforesaid, the Borrower shall pay to the Administrative Agent on behalf of such Lenders an amount equal to the aggregate amount of the BA Acceptance Fees in respect of such Bankers’ Acceptances plus the amount by which the aggregate face amount of such Bankers’ Acceptances exceeds the aggregate BA Discounted Proceeds with respect thereto.

Any Bankers’ Acceptance may, at the option of the Borrower, be executed in advance by or on behalf of the Borrower (as otherwise provided herein), by mechanically reproduced or facsimile signatures of any two officers of the Borrower who are properly so designated and authorized by the Borrower from time to time. Any Bankers’ Acceptance so executed and delivered by the Borrower to the Lenders shall be valid and shall bind the Borrower and may be dealt with by the Lenders to all intents and purposes as if the Bankers’ Acceptance had been signed in the executing officers’ own handwriting.

The Borrower shall notify the Lenders as to those officers whose signatures may be reproduced and used to execute Bankers’ Acceptances in the manner provided in Section 3.4(d). Bankers’ Acceptances with the mechanically reproduced or facsimile signatures of designated officers may be used by the Lenders and shall continue to be valid, notwithstanding the death, termination of employment or termination of authorization of either or both of such officers or any other circumstance until such time as the Borrower shall otherwise notify the Lenders.

The Borrower hereby indemnifies and agrees to hold harmless the Lenders against and from all losses, damages, expenses and other liabilities caused by or attributable to the use of the mechanically reproduced or facsimile signature instead of the original signature of an authorized officer of the Borrower on a Banker’s Acceptance prepared, executed, issued and accepted pursuant to this agreement, except to the extent determined by a court of competent jurisdiction to be due to the negligence or wilful misconduct of the Lenders.

Each of the Lenders agrees that, in respect of the safekeeping of executed depository bills of the Borrower which are delivered to it for acceptance hereunder, it shall exercise the same degree of care which it gives to its own property, provided that it shall not be deemed to be an insurer thereof.

All Bankers’ Acceptances shall be issued in the form of depository bills made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada).

To facilitate the issuance of Bankers’ Acceptances pursuant to this agreement, the Borrower irrevocably appoints each Lender from time to time as the attorney-in- fact of the Borrower to execute, endorse and deliver on behalf of the Borrower drafts in the forms prescribed by such Lender (if such Lender is not a Non-BA Lender) for bankers’ acceptances denominated in Canadian dollars (each such executed draft that has not yet been accepted by a Lender being referred to as a “BA Draft”) or non interest-bearing promissory notes of the Borrower in favour of such Lender (if such Lender is a Non-BA Lender) (each such promissory note being referred to as a “BA Equivalent Note”). Each Bankers’ Acceptance and BA Equivalent Note executed and delivered by a Lender on behalf of the Borrower as provided for in this Section 3.4(i) shall be as binding on the Borrower as if it had been executed and delivered by a duly authorized officer of the Borrower.

BA Equivalent Loans.

Timing of Credit Availments

Inability to Fund U.S. Dollar Advances in Canada

the right of the Borrower to obtain any affected Base Rate Canada Loan or LIBOR Loan from such Lender shall be suspended until such Lender determines, acting reasonably, that the circumstances causing such suspension no longer exist and such Lender so notifies the Borrower;

if any affected Base Rate Canada Loan or LIBOR Loan is not yet outstanding, any applicable Drawdown Notice shall be cancelled and the advance requested therein shall not be made;

if any LIBOR Loan is already outstanding at any time when the right of the Borrower to obtain credit by way of a LIBOR Loan is suspended, it shall, subject to the Borrower having the right to obtain credit by way of a Base Rate Canada Loan at such time, be converted on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any Applicable Law) to a Base Rate Canada Loan in the principal amount equal to the principal amount of the LIBOR Loan or, if the Borrower does not have the right to obtain credit by way of a Base Rate Canada Loan at such time, such LIBOR Loan shall be converted on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable law) to a loan in such other currency as may be mutually agreed upon in the principal amount equal to the Exchange Equivalent of such LIBOR Loan; and

if any Base Rate Canada Loan is already outstanding at any time when the right of the Borrower to obtain credit by way of a Base Rate Canada Loan is suspended, it shall, subject to the Borrower having the right to obtain credit by way of a LIBOR Loan at such time, be immediately converted to a LIBOR Loan in the principal amount equal to the principal amount of the Base Rate Canada Loan and having an Interest Period of one month or, if the Borrower does not have the right to obtain credit by way of a LIBOR Loan at such time, it shall be immediately converted to a loan in such other currency as may be mutually agreed upon in the principal amount equal to the Exchange Equivalent of the principal amount of the Base Rate Canada Loan.

Time and Place of Payments

Remittance of Payments

Evidence of Indebtedness

General Provisions Relating to All Letters

Each request by the Borrower for the issuance or amendment of a Letter shall be deemed to be a representation by the Borrower that the extension of credit so requested complies with the conditions set forth in Section 12.1. The Borrower hereby acknowledges and confirms to the Issuing Lender that the Issuing Lender shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft under a Letter and payment by the Issuing Lender pursuant to a Letter shall not be withheld by the Issuing Lender by reason of any matters in dispute between the beneficiary thereof and the Borrower. The sole obligation of the Issuing Lender with respect to Letters issued by it is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the applicable Letter and for such purpose the Issuing Lender is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter.

The Issuing Lender shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter issued by the Issuing Lender and the Borrower unconditionally assumes all risks with respect to the same. The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter with respect to the use by such beneficiary of the relevant Letter. The Borrower shall promptly examine a copy of each Letter and each amendment thereto that is delivered to it and, in the event of any claim of non-compliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Issuing Lender. The Borrower shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as aforesaid.

The obligations of the Borrower hereunder with respect to Letters shall be absolute, unconditional and irrevocable and shall not be reduced by any event or occurrence including, without limitation:

any lack of validity or enforceability of this agreement or any such Letter;

any amendment or waiver of or any consent to departure from this agreement;

the existence of any claim, set-off, defense or other rights which the Borrower may have at any time against any beneficiary or any transferee of any such Letter (or any person or entities for whom any such beneficiary or any such transferee may be acting), any Lender, the Issuing Lender or any other person or entity;

any Draft, statement or other document presented under any such Letter proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

any non-application or misapplication by the beneficiary of such Letter of the proceeds of any drawing under such Letter;

the surrender or impairment of any Security;

any reduction or withdrawal of the Issuing Lender’s credit rating by any rating agency; or

any other circumstance or happening whatsoever, similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

Any action, inaction or omission taken or suffered by the Issuing Lender or any of its correspondents under or in connection with a Letter or any Draft made thereunder, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto, shall be binding upon the Borrower and shall not place the Issuing Lender or any of its correspondents under any resulting liability to the Borrower. Without limiting the generality of the foregoing, the Issuing Lender and its correspondents may receive, accept or pay as complying with the terms of a Letter, any Draft thereunder, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrower covenants that it will not take any steps, issue any instructions to the Issuing Lender or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Lender or its correspondents to honour and pay any Draft or Drafts.

The Borrower agrees that the Lenders, the Issuing Lender and the Administrative Agent shall have no liability to it for any reason in respect of or in connection with any Letter, the issuance thereof, any payment thereunder, or any other action taken by the Lenders, the Issuing Lender or the Administrative Agent or any other Person in connection therewith, other than on account of the Issuing Lender’s gross negligence or wilful misconduct.

Save to the extent expressly provided otherwise in this Section 3.9, the rights and obligations between the Issuing Lender and the Borrower with respect to each Letter shall be determined in accordance with the applicable provisions of the (i) Uniform Customs and Practice for Documentary Credits, ICC Publications 600 or (ii) the International Standby Practices - ISP98, ICC Publication No. 590, as applicable.

The Issuing Lender shall act on behalf of the Lenders with respect to any Letters issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 14 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters issued by it or proposed to be issued by it and any documentation pertaining to such Letters as fully as if the term “Administrative Agent” as used in Article 14 included the Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Lender.

Immediately upon the issuance of each Letter, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a risk participation in such Letter in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter.

None of the Issuing Lender, the Administrative Agent nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Lender for (i) any action of any of the Issuing Lender, the Administrative Agent or any correspondent, participant or assignee of the Issuing Lender taken or omitted in connection herewith at the request or with the approval of the Lenders or the Majority Lenders, as applicable, (ii) any action of any of the Issuing Lender, the Administrative Agent or any correspondent, participant or assignee of the Issuing Lender taken or omitted in the absence of such party’s gross negligence or wilful misconduct; or (iii) any deficiency in the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter.

Notice Periods

prior to 10:00 a.m. (Toronto time) on the tenth day prior to the date of any voluntary prepayment;

prior to 10:00 a.m. (Toronto time) on the fifth Banking Day prior to the issuance of a Letter;

prior to 10:00 a.m. (Toronto time) on the third Banking Day prior to the date of a drawdown of, rollover of, conversion into or conversion of a LIBOR Loan; and

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

Administrative Agent’s Discretion to Allocate

Drawdown Notice

the date the credit is to be obtained;

whether the credit is to be obtained by way of a Prime Rate Loan, a BA Equivalent Loan, a Base Rate Loan, a LIBOR Loan, a Bankers’ Acceptance or a Letter;

in the case of any credit to be obtained by way of a Loan, the principal amount of the Loan;

if the credit is to be obtained by way of LIBOR Loan, the applicable Interest Period;

if the credit is to be obtained by way of Bankers’ Acceptances, the aggregate face amount of the Bankers’ Acceptances to be issued and the term of the Bankers’ Acceptances;

if the credit is to be obtained by way of Letter, the date of issuance of the Letter, whether the Letter is to be a letter of credit or a letter of guarantee, the named beneficiary of the Letter, the maturity date and amount of the Letter, the currency in which the Letter is to be denominated and all other terms of the Letter; and

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

LIBOR Loans

Bankers’ Acceptances

Rollover Notice

the maturity date of the maturing Bankers’ Acceptances or the expiry date of the Interest Period of the LIBOR Loan to be replaced, as the case may be;

the face amount of the maturing Bankers’ Acceptances or the principal amount of the LIBOR Loan to be replaced, as the case may be, and the portion thereof to be replaced; and

the aggregate face amount of the new Bankers’ Acceptances and the term or terms of the new Bankers’ Acceptances or the principal amount of the new LIBOR Loans, as the case may be, and the Interest Period or Interest Periods of the new LIBOR Loans.

Rollover by Lenders

on the maturity date of a LIBOR Loan, rollover such LIBOR Loan into a LIBOR Loan having an Interest Period of one month or such other period as the Lenders may determine, as though a notice to such effect had been given in accordance with Section 5.3.

on the maturity date of a Bankers’ Acceptance, rollover such Bankers’ Acceptance into a Bankers’ Acceptance having a term of 30 days or such other period as the Lenders may determine, as though a notice to such effect had been given in accordance with Section 5.3.

Converting Loan to Other Type of Loan

Converting Loan to Bankers’ Acceptances

Converting Bankers’ Acceptances to Loan

Conversion Notice

whether an outstanding Loan or Bankers’ Acceptances are to be converted and, if an outstanding Loan is to be converted, the type of Loan to be converted;

the date on which the conversion is to take place;

the face amount of the Bankers’ Acceptances or the portion thereof which is to be converted or the principal amount of the Loan or the portion thereof which is to be converted;

the type and amount of the Loan or Bankers’ Acceptances into which the outstanding Loan or Bankers’ Acceptances are to be converted;

if outstanding extension of credit is to be converted into a LIBOR Loan, the applicable Interest Period; and

if an outstanding Loan is to be converted into Bankers’ Acceptances, the aggregate face amount of the new Bankers’ Acceptances to be issued, the term or terms of the new Bankers’ Acceptances.

Absence of Notice

Conversion by Lenders

Interest Rates

in the case of each Prime Rate Loan, the Prime Rate plus the Applicable Margin;

in the case of each Base Rate Loan, the Alternate Base Rate Canada plus the Applicable Margin; and

in the case of each LIBOR Loan, LIBOR plus the Applicable Margin.

Calculation and Payment of Interest

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

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

Accrued interest shall be paid,

in the case of interest on Prime Rate Loans and Base Rate Loans, monthly in arrears on the last day of each calendar month; and

in the case of interest on LIBOR Loans, in arrears on the last day of the applicable Interest Period but, in any event, at least every 3 months.

General Interest Rules

For the purposes hereof, whenever interest is calculated on the basis of a year of 360 or 365 days, each rate of interest determined pursuant to such calculation expressed as an annual rate for the purposes of the Interest Act (Canada) is equivalent to such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365 days, respectively.

Interest on each Loan and on overdue interest thereon shall be payable in the currency in which such Loan is denominated during the relevant period.

If the Borrower fails to pay any fee or other amount (other than principal or interest) of any nature payable by it to the Administrative Agent or the Lenders hereunder or under any document, instrument or agreement delivered pursuant hereto on the due date therefor, the Borrower shall pay to the Administrative Agent or the Lenders, as the case may be, interest on such overdue amount in the same currency as such overdue amount is payable from and including such due date to but excluding the date of actual payment (as well before and after judgment) at the rate per annum, calculated and compounded monthly, which is equal to the Alternate Base Rate Canada plus 4.00%. Such interest on overdue amounts shall become due and be paid on demand made by the Administrative Agent.

No interest or fee to be paid hereunder shall be paid at a rate exceeding the maximum rate permitted by Applicable Law. In the event that such interest or fee exceeds such maximum rate, such interest or fees shall be reduced or refunded, as the case may be, so as to be payable at the highest rate recoverable under Applicable Law.

Selection of Interest Periods

Interest Periods shall have a duration from one, two, three or six months (subject to availability and subject to the right of the Administrative Agent, in its sole discretion, to restrict the term or maturity date of Interest Periods);

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

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

BA Acceptance Fees

Standby Fees

Letter Fees

The Borrower shall pay in accordance with Section 3.8 to the Administrative Agent, for the benefit of the Lenders, an issuance fee (in the currency which the Letter is denominated) in advance on the date each Letter is issued or renewed, calculated at the rate per annum equal to the Applicable Margin (on the basis of a year of 365 or 366 days, as the case may be) on the amount of each such Letter. In addition, with respect to all Letters, the Borrower shall from time to time pay to the Lenders its usual and customary fees (at the then prevailing rates) for the amendment, delivery and administration of letters of credit and letters of guarantee such as the Letters. Each such payment is non-refundable and fully earned when due.

With respect to each Letter issued hereunder at the time when there is one or more Lenders other than the Issuing Lender, the Borrower shall pay to the Administrative Agent for the account of the Issuing Lender a fee (in the currency in which the Letter is denominated) in advance on the date each such Letter is issued or renewed, calculated at a rate per annum equal to 0.25% on the amount of each such Letter for the number of days in the term of such Letter in the year of 365 or 366 days, as the case may be, in which the Letter is issued or renewed. Each such payment is non-refundable and fully earned when due.

Conditions of Credit

Change of Circumstances

If, with respect to any type of credit, the introduction or adoption of any law, regulation, guideline, request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency (“Restraint”) or any change therein or in the application thereof to the Borrower or to any Lender or in the interpretation or administration thereof or any compliance by any Lender therewith:

prohibits or restricts extending or maintaining such type of credit or the charging of interest or fees in connection therewith, the Borrower agrees that such Lender shall have the right to comply with such Restraint, shall have the right to refuse to permit the Borrower to obtain such type of credit and shall have the right to require, at the option of the Borrower, the conversion of such outstanding credit to another type of credit to permit compliance with the Restraint or repayment in full of such credit together with accrued interest thereon on the last day on which it is lawful for such Lender to continue to maintain and fund such credit or to charge interest or fees in connection therewith, as the case may be; or

shall impose or require any reserve, special deposit requirements or tax (excluding taxes measured with reference to the net income of such Lender or capital taxes or receipts and franchise taxes), shall establish an appropriate amount of capital to be maintained by such Lender or shall impose any other requirement or condition which results in an increased cost to such Lender of extending or maintaining a credit or obligation hereunder or reduces the amount received or receivable by such Lender with respect to any credit under this agreement or reduces such Lender’s effective return hereunder or on its capital or causes such Lender to make any payment or to forego any return based on any amount received or receivable hereunder, then, on notification to the Borrower by such Lender, the Borrower shall pay immediately to such Lender such amounts as shall fully compensate such Lender for all such increased costs, reductions, payments or foregone returns which accrue up to and including the date of receipt by the Borrower of such notice and thereafter, upon demand from time to time, the Borrower shall pay such additional amount as shall fully compensate such Lender for any such increased or imposed costs, reductions, payments or foregone returns. Such Lender shall notify the Borrower of any actual increased or imposed costs, reductions, payments or foregone returns forthwith on becoming aware of same and shall concurrently provide to the Borrower a certificate of an officer of such Lender setting forth the amount of compensation to be paid to such Lender and the basis for the calculation of such amount. Notwithstanding this Section 8.2(a)(ii), the Borrower shall not be liable to compensate such Lender for any such cost, reduction, payment or foregone return occurring more than 60 days before receipt by the Borrower of the aforementioned notification from such Lender; provided, however, that the aforementioned limitation shall not apply to any such cost, reduction, payment or foregone return of a retroactive nature.

Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to seek additional amounts from the Borrower pursuant to Section 8.2(a), it will use reasonable efforts to make, fund or maintain the affected credit of such Lender through another lending office or take such other actions as it deems appropriate, in its sole discretion, if as a result thereof the additional moneys which would otherwise be required to be paid in respect of such credit pursuant to Section 8.2(a), would be reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such affected credit through such other lending office or the taking of such other actions would not otherwise adversely affect such credit or such Lender and would not, in such Lender’s sole discretion, be commercially unreasonable.

Failure to Fund as a Result of Change of Circumstances

Indemnity Relating to Credits

in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Equivalent Loan as a result of:

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

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

with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agents’ or Lenders’ rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Lenders (including the Issuing Lender) from paying any amount under such Bankers’ Acceptance or Letter; or

in converting United States dollars into Canadian dollars or Canadian dollars into United States dollars as a result of the failure of the Borrower to make repayments of outstanding credit hereunder in the currency in which such outstanding credit was denominated.

The Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower (collectively in this Section 8.5(a), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation, litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the execution, delivery, performance or enforcement of the Credit Documents and any instrument, document or agreement executed pursuant hereto, except for any such Indemnified Liabilities that a court of competent jurisdiction’s binding and non- appealable decision held that such Indemnified Liability arose on account of the relevant Indemnified Party’s gross negligence or willful misconduct.

Without limiting the generality of the indemnity set out in the preceding clause (a), the Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement which are approved by the Borrower, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Company of any Hazardous Material, Contaminant, Pollutant or Waste, and (ii) any other violation of or liability pursuant to an Environmental Law with respect to any Company, and regardless of whether caused by, or within the control of, such Company, except for any such Indemnified Liabilities that a court of competent jurisdiction’s binding and non-appealable decision held that such Indemnified Liability arose on account of the relevant Indemnified Party’s gross negligence or willful misconduct.

All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of the Credit Agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Administrative Agent or any of the Lenders.

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

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

The indemnity under this Section 8.5 shall not apply to any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or 11.2(f).

Payments Free and Clear of Taxes

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

promptly notify the Administrative Agent of such requirement;

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

make such deduction or withholding;

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

as promptly as possible thereafter, forward to the Administrative Agent or Lender, as the case may be, an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent or Lender, evidencing such payment to such Official Body.

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

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

remit to the Administrative Agent or any Lender the documentation referred to in Section 8.6(a)(v); or

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

If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made under this Section 8.6, the relevant Lender or the Administrative Agent, as applicable, shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower’s expense.

If any Lender or the Administrative Agent, as applicable, receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 8.6, which refund or credit in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to the Taxes giving rise to such payment made by the Borrower, then such Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, which the Administrative Agent or such Lender, as the case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such Taxes had not been exigible. The Borrower, upon the request of the Administrative Agent or any Lender, agrees to repay the Administrative Agent or Lender, as the case may be, any portion of any such refund or credit paid over to the Borrower that the Administrative Agent or Lender, as the case may be, is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by the Administrative Agent or Lender, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6.

The Borrower also hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for any additional taxes on net income that the Administrative Agent or any Lender may be obliged to pay as a result of the receipt of amounts under this Section 8.6.

Any Lender that is entitled to an exemption from or reduction of withholding Taxes or Other Taxes (collectively, “Relevant Taxes”) under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall, at the request of the Borrower, deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, (i) any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (ii) any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Tax Act or any successor provision thereto in respect of Payments shall within five Business Days thereof notify the Borrower and the Administrative Agent in writing. Notwithstanding the foregoing, no Lender shall be required to deliver any documentation pursuant to this Section 8.6(h) that such Lender is not legally able to deliver.

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

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

Repayment of Credit Facility

Extension of Maturity Date

The Borrower may request in writing (a “Request for Offer of Extension”) from the Lenders (each, a “Requested Lender”), not more than 120 days and not less than 90 days prior to the current Maturity Date, and each successive anniversary of the Maturity Date thereafter, or such other date as may be agreed to by the Lenders (the “Anniversary Date”), an offer by the Requested Lenders to the Borrower to extend the then current Maturity Date for a specified period on specific terms and conditions (an “Offer of Extension”). Such request shall be made by the Borrower by delivering to the Administrative Agent an executed Request for Offer of Extension and such other information as the Administrative Agent and Requested Lenders may request. The Administrative Agent shall forthwith notify each Requested Lender of such request by the Borrower and each Requested Lender shall notify the Administrative Agent and the Borrower as to whether or not it agrees (in its sole discretion) to such request no later than 30 days following receipt by such Requested Lender of notice of such request; provided that, if a Requested Lender does not so notify the Administrative Agent and the Borrower, such Requested Lender shall be deemed to have elected not to agree to such request.

Any such Requested Lender that does not, or is deemed not to, agree to such request shall become a “Non-Agreeing Lender” and unless its Individual Commitment is purchased pursuant to Section 9.2(d), the Secured Obligations owing to such Requested Lender shall be repaid in accordance with and subject to Section 9.2(e).

If the Majority Lenders agree to such request, the Administrative Agent shall within two (2) Banking Days deliver to the Borrower an Offer of Extension. Any such Offer of Extension shall be open for acceptance by the Borrower until the Banking Day immediately preceding the next succeeding Anniversary Date. Upon written notice by the Borrower to the Administrative Agent accepting an Offer of Extension and agreeing to the terms and conditions specified therein, if any, the Maturity Date, in respect of those Lenders agreeing to such extension (the “Agreeing Lenders”), shall be extended to the date specified in the Offer of Extension and the terms and conditions, if any, specified thereunder, shall become effective on the first day after the succeeding Anniversary Date referred to above.

Each of the Agreeing Lenders shall have the right (but not the obligation) to purchase the Individual Commitment of any Non-Agreeing Lender for a purchase price in an amount equal to the aggregate outstanding principal amount of the Secured Obligations owing to such Non-Agreeing Lender, including accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Non-Agreeing Lender under this agreement. Each of the Agreeing Lenders (each, an “Extension Purchasing Lender”) wishing to exercise its rights to purchase the Individual Commitment of a Non-Agreeing Lender shall forthwith so notify the Borrower, the Administrative Agent and each of the other Lenders, if any, and such Extension Purchasing Lender shall thereupon be obligated to purchase not less than fifteen (15) days prior to the then current Anniversary Date an undivided share of the Individual Commitment of each Non-Agreeing Lender equal to the ratio that such Extension Purchasing Lender's Individual Commitment is of the aggregate of all Extension Purchasing Lenders' Individual Commitments or as otherwise agreed to by the Borrower and all Extension Purchasing Lenders. The Non-Agreeing Lenders, the Extension Purchasing Lenders, the Administrative Agent, the Borrower and each of the other Lenders, if any, shall forthwith duly execute and deliver any necessary documentation to give effect to such purchase, whereupon each Non-Agreeing Lender shall, as of the effective date thereof, be released from its obligations to the Borrower hereunder and under the other Credit Documents arising subsequent to such date.

If a Non-Agreeing Lender's Individual Commitment is not purchased pursuant to Section 9.2(d), so long as there exists no Default, the Borrower shall repay all Secured Obligations owing hereunder to such Non-Agreeing Lender on its then current Maturity Date and, upon such repayment, (A) such Non-Agreeing Lender shall cease to be a Lender hereunder and such Non-Agreeing Lender's Individual Commitment shall be terminated, (B) the Total Commitment Amount shall be reduced by the amount of the Non-Agreeing Lender's terminated Individual Commitment, and (C) the Pro Rata Share of each remaining Lender shall be adjusted accordingly.

If an Offer of Extension has been provided to the Borrower which it has accepted as required thereby, the Maturity Date for each Lender that has approved the Request for Offer of Extension shall be extended to the date which is set out in the Offer of Extension, and the terms and conditions specified in such Offer of Extension shall be immediately effective. If an Offer of Extension is not provided to the Borrower, the provisions of Section 9.2(d) and (f) shall not be applicable, and the Borrower shall repay all Secured Obligations outstanding hereunder on the Maturity Date.

This Section 9.2 shall apply from time to time to permit successive extensions of the Maturity Date, if and for so long as the Majority Lenders have agreed in accordance with Section 9.2(c).

Voluntary Prepayments

Mandatory Prepayments

Prepayment Notice

the date on which the prepayment is to take place; and

the type and principal amount of the Loan or the portion thereof which is to be prepaid (which amount shall be at least $1,000,000).

Currency of Repayment

Repayments of Credit Excess

Reimbursement or Conversion on Presentation of Letters

On presentation of a Letter and payment thereunder by the Issuing Lender, the Borrower shall forthwith pay to the Issuing Lender, and thereby reimburse the Issuing Lender for, all amounts paid by the Issuing Lender pursuant to such Letter. Failing such payment, the Borrower shall be deemed to have effected a conversion of such Letter into a Prime Rate Loan (in the case of a Letter denominated in Canadian dollars) or into a Base Rate Loan (in the case of a Letter denominated in United States dollars) to the extent of the payment of the Issuing Lender thereunder.

If the Issuing Lender makes payment under any Letter and the Borrower does not fully reimburse the Issuing Lender on or before the date of payment, then Section 9.8(a) shall apply to deem a Loan to be outstanding to the Borrower under this agreement in the manner therein set out. Each Lender shall, on request by the Issuing Lender, immediately pay to the Issuing Lender an amount equal to such Lender’s Pro Rata Share of the amount paid by the Issuing Lender such that each Lender is participating in the deemed Loan in accordance with its Pro Rata Share.

Each Lender shall immediately on demand indemnify the Issuing Lender to the extent of such Lender’s Pro Rata Share of any amount paid or liability incurred by the Issuing Lender under each Letter issued by it hereunder to the extent that the Borrower does not fully reimburse the Issuing Lender therefor.

For certainty, the obligations of the Lenders in this Section 9.8 shall continue as obligations of the Persons who were Lenders at the time each such Letter was issued notwithstanding that such Lender may assign its rights and obligations hereunder, unless the Issuing Lender specifically releases such Lender from such obligations in writing.

Letters Subject to an Order

Reimbursement Obligation for Maturing Bankers’ Acceptances

paying to the Lenders, in accordance with Section 3.8, on the maturity date of such Bankers’ Acceptances an amount equal to the aggregate undiscounted face amount thereof, provided that the Borrower shall notify the Administrative Agent of its intention to reimburse the Lenders in such manner prior to 10:00 a.m. (Toronto time) on such maturity date;

replacing the maturing Bankers’ Acceptances with new Bankers’ Acceptances in accordance with Section 5.2; or

converting the maturing Bankers’ Acceptances into a Loan in accordance with Section 6.3, 6.5 or 6.6.

Representations and Warranties

Status and Power of Obligors. Each Company is a corporation duly incorporated and organized and validly subsisting in good standing under the laws of its jurisdiction of incorporation. Each Company is duly qualified, registered or licensed in all jurisdictions where the nature of its business makes such qualification, registration or licensing necessary. Each Company has all requisite corporate capacity, power and authority to own, hold under licence or lease its properties, to carry on its business as now conducted. Each Company has all necessary corporate capacity to enter into, and carry out the transactions contemplated by, the Finance Documents to which is a party.

Authorization and Enforcement. All necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance by each Company of the Finance Documents to which it is a party. Each Company has duly executed and delivered the Finance Documents to which it is a party. The Finance Documents to which each Company is a party are legal, valid and binding obligations of such Company, enforceable against such Company in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application limiting the enforcement of creditors’ rights generally, (ii) the fact that the courts may deny the granting or enforcement of equitable remedies and (iii) the fact that, pursuant to the Currency Act (Canada), no court in Canada may make an order expressed in any currency other than lawful money of Canada.

Compliance with Other Instruments. The execution, delivery and performance by Company Obligor of the Finance Documents to which it is a party, and the consummation of the transactions contemplated herein and therein, do not and will not conflict with, result in any breach or violation of, or constitute a default under, the terms, conditions or provisions of, the charter or constating documents or by-laws of, or any shareholder agreement or declaration relating to, such Company. The execution, delivery and performance by each Company of the Finance Documents to which it is a party, and the consummation of the transactions contemplated herein and therein, do not and will not conflict with, result in any material breach or violation of, or constitute a material default under, the terms, conditions or provisions of, any law, regulation, judgment, decree or order binding on or applicable to such Company or to which its property is subject or of any Material Agreement or any material lease, licence, permit or other instrument to which such Company is a party or is otherwise bound or by which such Company benefits or to which its property is subject and do not require the consent or approval of any Official Body or any other party.

Financial Statements. The consolidated financial statements of the Borrower for the most recently completed Fiscal Quarter or Fiscal Year, as the case may be, were prepared in accordance with GAAP and no Material Adverse Change has occurred in the condition, financial or otherwise, of the Obligors since the date of such consolidated financial statements. The balance sheet of the aforesaid consolidated financial statements presents a fair statement of the financial condition and assets and liability of the Borrower as at the date thereof and the statements of operations, retained earnings and cash flows contained in the aforesaid consolidated financial statements fairly presents the results of the consolidated operations of the Borrower throughout the period covered thereby. Except to the extent reflected or reserved against in the aforesaid balance sheet (including the notes thereto) and except as incurred in the ordinary and usual course of the business of the Borrower, the Borrower does not have any outstanding indebtedness or any liability or obligations (whether accrued, absolute, contingent or otherwise) of a material nature customarily reflected or reserved against in a balance sheet (including the notes thereto) prepared in accordance with GAAP.

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

Title to Assets. Each Obligor has good and marketable title to its property, assets and undertaking, free from any Lien other than the Permitted Liens.

Conduct of Business. No Obligor is in violation of any Capital Lease and otherwise no Obligor is in violation of any other agreement, mortgage, franchise, licence, judgment, decree, order, statute, statutory trust, rule or regulation relating in any way to itself or to the operation of its business or to its property or assets (including, for certainty, all Environmental Laws) and which could reasonably be expected to have a Material Adverse Effect. Each Obligor holds all licenses, certificates of approval, approvals, registrations, permits and consents which are required to operate its businesses where they are currently being operated except where the failure to have such licenses, certificates of approval, approvals, registrations, permits and consents could not reasonably be expected to have a Material Adverse Effect.

Outstanding Defaults. No Default or Event of Default exists or would result from the incurring of any Secured Obligations. No event has occurred which constitutes or which, with the giving of notice, lapse of time or both, would constitute a default under or in respect of any Material Agreement, undertaking or instrument to which any Obligor is a party or to which its respective property or assets may be subject, and which could reasonably be expected to have a Material Adverse Effect.

Solvency Proceedings. No Obligor has:

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

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

made an assignment for the benefit of its creditors;

consented to the appointment of a receiver of the whole or any substantial part of its assets;

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

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

Tax Returns and Taxes. Each Obligor has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

Expropriation or Condemnation. There is no present or threatened (in writing) expropriation or condemnation of the property or assets of any Obligor.

Environmental Compliance.

All facilities and property (including underlying groundwater) owned, leased, used or operated by any Company have been, and continue to be, owned or leased in material compliance with all Environmental Laws;

There are no pending or threatened in writing:

claims, complaints, notices or requests for information received by any Company with respect to any alleged violation of any Environmental Law which alleged violation could reasonably be expected to have a Material Adverse Effect;

complaints, notices or inquiries to any Company regarding potential material liability under any Environmental Law;

There have been no Releases of any Hazardous Materials or any escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials at, on, under or from any property now or previously owned, operated, used or leased by any Company in violation of Environmental Laws other than any such escape, seepage, leakage, spillage, discharge, emission or release which has been corrected in compliance with Applicable Law or which could not reasonably be expected to have a Material Adverse Effect;

Each Company has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations under any Environmental Laws to carry on its business; and

No conditions exist at, on or under any property now or previously owned, operated, used or leased by any Company which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law.

Subsidiaries and Partnerships. There are no direct Subsidiaries of the Borrower other than the Guarantors. No Obligor is, directly or indirectly, a member of, or a partner or participant in, any partnership, joint venture or syndicate.

Corporate Structure. As at the date hereof, and hereafter, except as such information may change as a result of a transaction permitted hereby and reported to the Administrative Agent in accordance with Section 11.2(b)(iii), the chart attached hereto as Schedule H accurately sets out the corporate structure of the Borrower and all of its Subsidiaries and evidences (i) intercorporate share ownership and (ii) ownership of projects and mines (including, without limitation, the Material Properties).

Assets Insured. The property and assets of the Obligors are insured with insurers, in amounts, for risks and otherwise which are reasonable in relation to such property and assets (subject to the amount of such deductibles as are reasonable and normal in the circumstances) against loss or damage, and there has been no default or failure by the party or parties insured under the provisions of such policies of insurance maintained which would prevent the recovery by the Obligor insured thereunder of the full amount of any material insured loss. The named insured under all insurance policies maintained by the Obligors is not in default under any of the material provisions contained in any such insurance policies.

Intellectual Property. Each Obligor owns or is licensed or otherwise has the right to use all Intellectual Property that is used in the operation of its businesses without conflict with the rights of any other Person (other than any Intellectual Property the absence of which or any such conflict with respect to which would not have a Material Adverse Effect). No Obligor has received any notice of any claim of infringement or similar claim or proceeding relating to any of the Intellectual Property which if determined against such Obligor could reasonably be expected to have a Material Adverse Effect. No present or former employee of any Obligor and no other Person owns or claims in writing to own or has or claims in writing to have any interest, direct or indirect, in whole or in part, in any of the Intellectual Property of such Obligor that could reasonably be expected to have a Material Adverse Effect.

Employment and Labour Agreements. Each Obligor is in compliance with the terms and conditions of all collective bargaining agreements and other labour agreements except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Capital of the Guarantors. All Shares issued by each Guarantor are fully paid and non-assessable. There are no outstanding warrants, options or other agreements which require or may require the issuance of any Shares of the Guarantors or the issuance of any debt or securities convertible into Shares of the Guarantors, there are no outstanding debt or securities convertible into Shares of the Guarantors and there are no such Shares allotted for issuance. There is no unanimous shareholder agreement with respect to any of the Obligors.

Mining Properties. The Mining Properties have been validly granted and recorded in the name of the relevant Obligor, are owned by the relevant Obligor and are in full force and effect. No Person other than the relevant Obligor has any right, title or interest in or to the Mining Properties owned by such Obligor. The Mining Properties are subject to the relevant Obligor’s continued compliance with Applicable Law relating thereto. The Mining Properties give the relevant Obligor the exclusive right to mine or exploit any and all minerals on the areas covered by the relevant Mining Properties. All fees, including without limitation maintenance fees, and other payments due to any Official Body in respect of the Mining Properties have been paid in full on a timely basis except any such fees which are being diligently contested in good faith and for which adequate reserves in accordance with GAAP shall have been set aside on its books or where such non-payment could not be reasonably expected to have a Material Adverse Effect. Other than the Royalties, no fees, royalties or other payments payable to any Person other than Official Bodies are or shall become due with respect to any of the Mining Properties. Except with respect to the SLW Silver Purchase Agreement, the Sandstorm Gold Purchase Agreement, the Royalties and payments to Official Bodies required pursuant to Applicable Law, no Obligor is a party to, and has no knowledge of, any royalty or similar agreements pursuant to which such Obligor or any other party is obligated to pay to any Person any amount with respect to any of the Mining Properties.

Liens. The Liens granted to the Administrative Agent or the Mexican Collateral Agent, as applicable, pursuant to the Security Documents are fully perfected first priority Liens in and to the Secured Assets (subject only to Permitted Liens which by their nature or by reason of the Intercreditor Documents would constitute prior ranking security) and will, upon the acquisition of additional Secured Assets by each Obligor, constitute first charges or security interests upon all such Secured Assets of such Obligor (subject only to Permitted Liens which by their nature or by reason of the Intercreditor Documents would constitute prior ranking security) free and clear of all Liens except Permitted Liens.

Consents, Approvals, etc. No consents, approvals, acknowledgements, undertakings, non-disturbance agreements, directions or other documents or instruments which have not already been provided to the Administrative Agent or the Mexican Collateral Agent are required to be entered into by any Person (i) to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent or the Mexican Collateral Agent, as applicable, pursuant to the Security Documents, (ii) to ensure the perfection and the intended priority of such Security and (iii) to implement the transactions contemplated hereby.

Material Agreements. As at the date hereof, the only Material Agreements are those identified in the definition thereof. The Material Agreements (to the extent that such Material Agreements have been entered into) are:

in full force and effect;

enforceable by the relevant Obligor against all other parties thereto in accordance with their terms (subject to bankruptcy and insolvency laws and other similar laws affecting creditors’ rights generally and to general equitable principles); and

in the form previously or concurrently delivered to the Administrative Agent pursuant to this agreement.

Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). The Borrower's most recent audited balance sheet states that the Borrower has net assets of at least CDN$75,000,000. The Borrower's shares are traded on a Canadian stock exchange or a stock exchange designated under subsection 262(1) of the Tax Act. The Borrower operates in a country that is a member of the Financial Action Task Force. The Borrower is not a charity registered with the Canada Revenue Agency nor does it solicit charitable financial donations from the public.

Perfection Certificate. Other than as may be updated from time to time pursuant to Section 11.2(b), 11.2(o) and 11.2(p), all information in the Perfection Certificate is hereby certified to be true and correct.

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

Survival of Representations and Warranties

Tangible Net Worth. The Borrower shall at all times maintain Tangible Net Worth in an amount greater than or equal to U.S. $763,419,000 plus 50% of the aggregate positive Net Income for the Fiscal Quarters during the period from April 1, 2014 to the last day of the Fiscal Quarter which has been most recently completed at such time. For the purpose of the foregoing, if the Net Income for a particular Fiscal Quarter is negative, the Net Income for such Fiscal Quarter shall be deemed to be zero.

Total Net Debt Leverage Ratio. The Borrower shall at all times maintain the Total Net Debt Leverage Ratio in an amount less than or equal to 3.5 to 1.

Senior Net Debt Leverage Ratio. The Borrower shall at all times maintain the Senior Net Debt Leverage Ratio in an amount less than or equal to 2.0 to 1.

Interest Coverage Ratio. The Borrower shall at all times maintain the Interest Coverage Ratio in an amount greater than or equal to 4.5 to 1.

Affirmative Covenants

Prompt Payment. The Borrower shall duly and punctually pay, or cause to be duly and punctually paid to the Administrative Agent and, if applicable, the Mexican Collateral Agent, all amounts payable by each Obligor under the Credit Documents to which it is a party at the times and places and in the currency and manner mentioned therein.

Financial Reporting. The Borrower shall furnish the Administrative Agent with the following statements and reports with sufficient copies for all of the Lenders (the filing of any of the following documents on SEDAR shall satisfy the delivery obligation in relation to such documents so filed when the Borrower has provided written notice of such filing to the Administrative Agent):

within 90 days after the end of each Fiscal Year, copies of the audited consolidated financial statements of the Borrower for such Fiscal Year together with the auditors’ report on such audited financial statements in form and substance satisfactory to the Administrative Agent, as well as a chart setting out the corporate structure of the Borrower and all of its Subsidiaries, whether direct or indirect, and evidencing (i) intercorporate share ownership and (ii) ownership of the Material Properties;

within 45 days after the end of each Fiscal Quarter, the unaudited consolidated financial statements of the Borrower;

concurrent with the deliveries of financial statements pursuant to any of clauses (i) and (ii) above, a duly executed and completed Compliance Certificate and, where disclosure in the Perfection Certificate has changed as of such date, an updated Perfection Certificate together with written notification of any change in the information certified in the Perfection Certificate;

within 45 days of each Fiscal Year end, (I) a budget for the Borrower on a consolidated basis and for each Material Property for the ensuing Fiscal Year (with a breakdown for each month), (II) a consolidated financial model for the Borrower including a life of mine plan for each Material Property and (III) a statement of mineral reserves and resources for each Material Property as at the end of such Fiscal Year prepared by the Borrower and based on the most recent statement of mineral reserves and resources publicly disclosed by the Borrower under National Instrument 43-101, as reconciled with subsequent actual mining production by the Borrower and its Subsidiaries, in each case in form and substance satisfactory to the Administrative Agent;

within 21 days of each calendar month end, an operating report for each Material Property;

such other statements, reports and information as the Administrative Agent on the instructions of the Majority Lenders may reasonably request from time to time.

Use of Proceeds. The Borrower shall apply all of the proceeds of the Credit Facility to the general corporate purposes of the Borrower, including the funding of Permitted Acquisitions (which does not include hostile acquisitions). For certainty, the Borrower shall not use any proceeds of the Credit Facility to make a Restricted Payment.

Insurance. The Borrower shall, and shall cause each other Obligor to, maintain on an individual or aggregate basis, with financially sound and reputable insurers, insurance with respect to the properties and business of the Obligors against loss,damage, risk or liability of the kinds customarily insured against by Persons carrying on a similar business. The Borrower shall cause the Administrative Agent (and, in the case of the Mexican Collateral Agent, the Mexican Collateral Agent) to be named in each such policy as secured party or mortgagee and lender’s loss payee or additional insured, as appropriate, in a manner acceptable to the Administrative Agent. Each policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever. The Borrower shall, and shall cause each other Obligor to, comply with all of the material provisions contained in all such insurance policies. All premiums for such insurance shall be paid by the Borrower when due and certificates of insurance and, if requested, photocopies of the policies shall be delivered to the Administrative Agent. The Borrower shall promptly notify the Administrative Agent of any loss, damage, or destruction to the Secured Assets, whether or not covered by insurance, in excess of $1,000,000. If any Default shall be continuing, the Majority Lenders may determine, in their sole discretion, whether any insurance proceeds shall be used for repair or replacement. If a Default exists, the Administrative Agent (and, in the case of the Mexican Collateral Agent, the Mexican Collateral Agent) shall collect the insurance proceeds directly and no Obligor shall enter into any settlement agreement with the applicable insurance company without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld.

Access to Senior Financial Officers. Upon the request of the Administrative Agent at reasonable intervals, the Borrower shall, and shall cause each other Obligor to, make available its senior financial officers to answer questions concerning such Obligor’s business and affairs.

Reimbursement of Expenses. Regardless of whether any credit has been extended hereunder, the Borrower shall (i) reimburse the Administrative Agent, on demand, for all reasonable out-of-pocket costs, charges and expenses incurred by or on behalf of the Administrative Agent (including, without limitation, the reasonable and documented fees, disbursements and other charges of one primary legal counsel and any local or special legal counsel to the Administrative Agent as well as the reasonable costs of any engineering reports and environmental audits and studies as required by the Administrative Agent) in connection with the due diligence review undertaken by the Administrative Agent, the negotiation, preparation, execution, delivery, syndication, participation, administration and interpretation of the Credit Documents and the closing documentation ancillary to the completion of the transactions contemplated hereby and thereby and any amendments and waivers hereto and thereto (whether or not consummated or entered into), the charges of Intralinks and any lien search fees and lien registration fees, and (ii) reimburse the Administrative Agent and the Lenders, on demand, for all reasonable out-of-pocket costs, charges and expense incurred by or on behalf of any of them (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Credit Documents.

Notice of Expropriation or Condemnation, Litigation and Default. The Borrower shall promptly notify the Administrative Agent in writing of:

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

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

upon the occurrence of a Default of which the Borrower is aware, the nature and date of occurrence of such Default, the Borrower’s assessment of the duration and effect thereof and the action which the Borrower proposes to take with respect thereto; and

in addition to, and not in limitation of, paragraph (iii) above, notice of any breach, default or missed payment under any Capital Lease, or any anticipated breach, default or missed payment under any Capital Lease together with any written notice or demand in respect thereof delivered to the relevant Obligor by the subject lessor.

Corporate Existence. The Borrower shall, and shall cause each other Obligor to, maintain its corporate existence in good standing and qualify and remain duly qualified to carry on business and own property in each jurisdiction where the nature of its business makes such qualification necessary.

Conduct of Business. The Borrower shall, and shall cause each other Obligor to, conduct its business in such a manner so as to comply with all laws and regulations, so as to observe and perform all its obligations under leases, licences and agreements (including Material Agreements) necessary for the proper conduct of its business and so as to preserve and protect its property and assets and the earnings, income and profits therefrom except to the extent such non-compliance, non-observance or non-performance could not reasonably be expected to have a Material Adverse Effect. The Borrower shall, and shall cause each other Obligor to, perform all obligations incidental to any trust imposed upon it by statute and shall ensure that any breaches of the said obligations and the consequences of any such breach shall be promptly remedied. The Borrower shall, and shall cause each other Obligor to, obtain and maintain all licenses, permits, government approvals, franchises, authorizations and other rights necessary for the operation of its business where failure to do so could reasonably be expected to have a Material Adverse Effect.

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

Environmental Matters. The Borrower shall, and shall cause each other Company to, promptly notify the Administrative Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries from any Official Body relating to the condition of its facilities and properties or material compliance with Environmental Laws and shall proceed diligently to resolve any such claims, complaints, notices or inquiries relating to material compliance with Environmental Laws and provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 11.2(k).

Books and Records. The Borrower shall, and shall cause each other Obligor to, keep proper books of account and records covering all its business and affairs on a current basis, make full, true and correct entries of its transactions in such books, set aside on its books from their earnings all such proper reserves as required by GAAP and permit representatives of the Administrative Agent to inspect such books of account, records and documents and to make copies therefrom during reasonable business hours and upon reasonable notice and to discuss the affairs, finances and accounts of such Obligor with its auditors during reasonable business hours and upon reasonable notice. On not less than three days prior written notice where no Default has occurred or is continuing and on not less than twenty-four hours prior notice where a Default has occurred and is continuing, the Borrower shall, and shall cause each other Obligor to, permit the Finance Parties or any of their respective representatives during reasonable business hours to inspect any and all of its properties and operations (including the Material Properties), 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 independent chartered accountants or certified public accountants, as the case may be, (and hereby authorizes such independent chartered accountants or certified public accountants, as the case may be, to discuss its financial matters with any of the foregoing persons or its representatives whether or not any representative of the relevant Obligor is present) and to examine (and photocopy extracts from) any of its books or other corporate records or any instrument, document or correspondence relating to the Material Properties.

Change of Name or Jurisdiction of Formation. If any Obligor changes its legal name or its jurisdiction of formation or the jurisdiction of its location for the purposes of Sections 7 and 7.1 of the PPSA or adopts a French form of its legal name, the Borrower shall promptly notify the Administrative Agent in writing of the details of such change or adoption.

Maintenance of Secured Assets. The Borrower shall, and shall cause each other Obligor to, maintain, preserve, protect and keep:

all of its ownership, lease, use, licence and other interests in the Secured Assets as are necessary or advisable for it to be able to operate the Material Properties substantially in accordance with sound mining and business practice; and

all of the Secured Assets owned by it in good repair, working order, and condition, and make necessary and proper repairs, renewals, and replacements so that the business carried on in connection therewith may be properly conducted at all times, unless the continued maintenance of any of such Secured Assets is no longer necessary or economically desirable for the operation of the Material Properties, such operation to be substantially in accordance with sound mining and business practice.

Additional Guarantees and Security

At least ten Banking Days prior to the direct or indirect formation or acquisition by the Borrower of a Material Subsidiary after the date hereof, the Borrower shall notify the Administrative Agent of such proposed formation or acquisition (a “Subsidiary Notice”).

On or before the date of the formation or acquisition of any Material Subsidiary referred to in a Subsidiary Notice, the Borrower shall provide to the Administrative Agent or the Mexican Collateral Agent, as applicable, an updated Perfection Certificate and such other information regarding such Material Subsidiary and its business, finances and assets as the Lenders may request.

The Borrower shall, or shall cause each entity which is to become a Material Subsidiary and is referred to in a Subsidiary Notice to, within ten Banking Days after the formation or acquisition of such Material Subsidiary, deliver to the Administrative Agent or the Mexican Collateral Agent, as applicable, the following:

a Guarantee executed by such Material Subsidiary in favour of the Administrative Agent or the Mexican Collateral Agent, as applicable;

Security Documents executed by such Material Subsidiary in favour of the Administrative Agent or the Mexican Collateral Agent, as applicable;

a Closing Certificate of such Material Subsidiary;

an instrument of adhesion executed by such Material Subsidiary and pursuant to which such Material Subsidiary agrees to be bound by the terms of the Postponement and Subordination Undertaking;

Change in Information in Perfection Certificate. If any of the information contained in the Perfection Certificate shall change, the Borrower shall promptly notify the Administrative Agent or the Mexican Collateral Agent, as applicable, in writing of the details of such change and the Perfection Certificate shall thereupon be deemed to be amended accordingly.

Intercompany Indebtedness. The Borrower shall cause all Indebtedness owing by any Obligor to another Company to be subordinated and postponed, pursuant to the Postponement and Subordination Undertaking, to the Secured Obligations of such Obligor for so long as a Default has occurred and is continuing. The Borrower shall cause any other Company, prior to the incurrence of any such Indebtedness, to execute and deliver to the Administrative Agent the Postponement and Subordination Undertaking or an instrument of adhesion thereto. The Borrower shall not, and shall not suffer or permit, any acceleration of any Indebtedness owed by any Company to another Company.

Security. The Borrower shall ensure that, at all times, the Secured Obligations of the Obligors are collaterally secured by the Security.

▇▇ ▇▇▇▇ Collateral Account and Letter Cash Collateral Account. The Borrower shall, upon the request of the Administrative Agent, promptly establish the ▇▇ ▇▇▇▇ Collateral Account and the Letter Cash Collateral Account with the Administrative Agent.

Ventanas Property. On or before the date on which the Borrower publicly announces that the Ventanas Property has achieved commercial production, PEM shall transfer ownership thereof to a wholly-owned Person which is a Guarantor and the Ventanas Property shall be a Secured Asset charged pursuant to a Security Document granted solely in favour of the Administrative Agent (and not, for certainty, the Mexican Collateral Agent).

Liens. The Borrower shall not, and shall not permit or suffer any other Obligor to, enter into or grant, create, assume or suffer to exist any Lien affecting any of their respective properties, assets or undertaking, whether now owned or hereafter acquired, save and except only for the Permitted Liens (provided, however, no Liens other than the Security shall be permitted on the Shares of any of the Guarantors) and provided that no Default or Event of Default has occurred and is continuing at the time of or would arise as a result of the granting of such Permitted Lien.

Corporate Existence. Except as contemplated by any Permitted Reorganization, the Borrower shall not, and shall not permit or suffer any other Obligor to, take part in any amalgamation, merger, dissolution, winding up, corporate reorganization or similar proceeding or arrangement or discontinue any businesses.

Dispositions. The Borrower shall not, and shall not suffer or permit any other Obligor to, Dispose of any of their respective assets other than Permitted Dispositions.

Risk Management Agreements. The Borrower shall not, and shall not suffer or permit any other Obligor to, enter into any Risk Management Agreement for speculative purposes, any Risk Management Agreement with any counterparty on a margined basis, any Risk Management Agreement with a counterparty that is not a Lender or a Qualified Affiliate (unless it is on an unsecured basis).

Amendments. The Borrower shall not, and shall not suffer or permit any other Obligor to, amend their constating documents in a manner that necessitates any amendments to the Security Documents or related Lien filings or that otherwise would negatively impact the Credit Documents (including, for certainty, any amendments that in any way impose transfer restrictions on the Shares of the relevant Obligor) or amend or terminate any of the Material Agreements (other than as permitted pursuant to the Intercreditor Documents). For avoidance of doubt, this Section 11.3(e) does not apply to a change of name that complies with Section 11.2(m).

Restricted Payments. The Borrower shall not make any Restricted Payments unless each of the following conditions is satisfied:

no Default or Event of Default has occurred and is continuing at the time of the Restricted Payment or would be likely to arise as a result of the Restricted Payment; and

the Total Net Debt Leverage Ratio would be less than 2.0 to 1 after giving effect to the Restricted Payment.

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

Investments. The Borrower shall not, and shall not permit any other Obligor to, make any Investments other than Permitted Investments.

Acquisitions. The Borrower shall not, and shall not suffer or permit any other Obligor to, make any Acquisitions other than Permitted Acquisitions.

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

Business Activities. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, engage in any business activity other than the acquisition, development and operation of precious and base metal mines in the Permitted Jurisdictions, Brazil, Peru, Chile, Columbia, Guyana, Suriname or Uruguay and any activity incidental thereto.

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

no Default or Event of Default has occurred and is continuing or would arise immediately after giving effect to or as a result of such extension of credit; and

the representations and warranties of the Borrower contained in Section 10.1 shall be true and correct in all respects on the date such credit is extended as if such representations and warranties were made on such date unless such representations and warranties relate solely to an earlier date.

the conditions precedent set forth in Section 12.1 have been fulfilled;

the Obligors and Cerro Resources NL shall have duly executed and delivered to the Administrative Agent and the Mexican Collateral Agent the Credit Documents to which each is a party, in form and substance satisfactory to the Administrative Agent;

each relevant Subsidiary of the Borrower has executed and delivered to the Administrative Agent the Postponement and Subordination Undertaking, in form and substance satisfactory to the Administrative Agent, and any other documents in connection therewith as the Administrative Agent may require;

all of the parties thereto shall have executed and delivered the Intercreditor Documents;

Sandstorm shall have executed and delivered to the Administrative Agent the Sandstorm Subordination Agreement and Primero Gold shall have acknowledged such agreement;

the Administrative Agent or the Mexican Collateral Agent, as applicable, has received, in form and substance satisfactory to the Administrative Agent:

the Perfection Certificate;

a Closing Certificate of each Obligor;

a Compliance Certificate;

a certificate of status or good standing for each Obligor (where available) issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated;

certificates representing all of the issued and outstanding Shares of the Guarantors (other than Shares of PML which are uncertificated and the Shares of STB, the certificates for which will continue to be held in pledge by SWC pursuant to the SWC Security and the Intercreditor Documents), duly endorsed in blank or accompanied by an executed stock transfer power of attorney;

certified copies of the Material Agreements;

a schedule detailing all policies of insurance maintained in accordance with Section 11.2(d) and the coverage effected thereby, such evidence with respect to the adequacy of insurance cover stipulated pursuant to Section 11.2(d) as the Administrative Agent may require, endorsements to all such insurance policies signed by the issuers of such policies and acknowledging the interests of the Administrative Agent and the Mexican Collateral Agent for and on behalf of, inter alia, the Finance Parties in such policies as referred to in Section 11.2(d) and evidence reasonably satisfactory to it that all such policies are in full force and effect;

an opinion of counsel to each Obligor addressed to, inter alia, the Administrative Agent and the Finance Parties and, as applicable, the Mexican Collateral Agent and their counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Obligor is a party in the jurisdiction where the Secured Assets are located and the jurisdiction of incorporation of such Obligor and such other matters as the Administrative Agent may reasonably request;

in respect of each Material Property, title insurance for the benefit of, or a title opinion addressed to, each Finance Party (and if such Material Property is located in Mexico, the Mexican Collateral Agent) in form and substance satisfactory to the Administrative Agent, acting reasonably;

an opinion of the Administrative Agent’s counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with the transactions hereunder;

requisite information to identify the Obligors under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification;

certified copies of current collective bargaining agreements with employees of the Material Properties, in form and substance satisfactory to the Lenders; and

evidence that all material licenses and permits which are required to operate the Material Properties, in form and substance satisfactory to the Lenders, have been obtained and are in full force and effect;

prior to or concurrent with the initial drawdown hereunder, the Goldcorp Note shall be repaid in full and any guarantee thereof and any security therefor shall be released and discharged;

there has not occurred a Material Adverse Change since December 31, 2013;

there shall exist no pending or threatened (in writing) litigation, proceedings or investigations which (x) contest the consummation of the Credit Facility or any part thereof or (y) could reasonably be expected to have a Material Adverse Effect;

the Lenders shall have completed and be satisfied with its legal, technical and environmental due diligence review of the Obligors, the Material Agreements and the Material Properties, which shall include but not be limited to a review of the current mineral reserve and resource statement, mine plan, financial model and operating permits;

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

all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings, limitation of liability letters, access agreements and non-disturbance agreements, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent or, as applicable, the Mexican Collateral Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Collateral Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of the Security;

the Borrower shall have paid to the Administrative Agent, the Lead Arranger and the Lenders all fees and expenses (including, without limitation, the fees and expenses of Lenders’ legal counsel) required to be paid on or before the initial extension of credit under the Credit Facility;

all outstanding Indebtedness of the Obligors which is not Permitted Indebtedness shall have been permanently repaid and cancelled and all guarantees and security agreements executed and delivered under or in connection therewith shall have been released and discharged, satisfactory arrangements for the discharge of all attendant security registrations shall have been made and all collateral security in connection therewith shall have been returned to the Borrower; and

all outstanding legal fees of counsel to the Administrative Agent shall have been paid.

Events of Default

the breach by the Borrower of the provisions of Section 9.1;

the failure of any Obligor to pay any amount due under the Credit Documents (other than amounts due pursuant to Section 9.1) within three Banking Days after the payment is due;

other than pursuant to a Permitted Reorganization, the commencement by any Obligor or by any other Person of proceedings for the dissolution, liquidation or winding up of any Obligor or for the suspension of operations of any Obligor (other than such proceedings commenced by another Person which are diligently defended and are discharged, vacated or stayed within thirty days after commencement);

if any Obligor ceases or threatens to cease to carry on its business or is adjudged or declared bankrupt or insolvent or admits its inability to pay its debts generally as they become due or fails to pay its debts generally as they become due or makes an assignment for the benefit of creditors, petitions or applies to any tribunal for the appointment of a receiver or trustee for it or for any part of its property (or such a receiver or trustee is appointed for it or any part of its property), or commences (or any other Person commences) any proceedings relating to it under any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect (other than such proceedings commenced by another Person which are diligently defended and are discharged, vacated or stayed within thirty days after commencement), or by any act indicates its consent to, approval of, or acquiescence in, any such proceeding for it or for any part of its property, or suffers the appointment of any receiver or trustee, sequestrator or other custodian;

if any representation or warranty made by any Obligor in any Finance Document or in any other document, agreement or instrument delivered pursuant hereto or referred to herein or any material information furnished in writing to the Administrative Agent or the Mexican Collateral Agent by any Obligor proves to have been incorrect in any material respect when made or furnished which, if capable of being cured, has not been remedied within ten Banking Days after written notice to do so has been given by the Administrative Agent or the Mexican Collateral Agent to the Borrower;

if a judgment, writ, execution, attachment or similar process is entered, issued or levied against any Obligor or against all or any portion of the property of any Obligor in connection with any judgment against it in an amount of at least $5,000,000 (individually or in the aggregate), and such judgment, writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed within thirty days after its entry, issuance, commencement or levy;

any breach of any provision of Section 11.1 or Section 11.3;

the breach or failure of due observance or performance by any Company of any covenant or provision of any Finance Document (other than those previously referred to in this Section 13.1) or of any other document, agreement or instrument delivered pursuant hereto or thereto or referred to herein or therein to which any of the Finance Parties is a party and such breach or failure continues for 10 Banking Days after the earlier of (x) the Borrower becoming aware of such breach or failure or (y) the Mexican Collateral Agent, the Administrative Agent or any other Finance Party giving the Borrower notice of such breach or failure;

the breach or failure of due observance or performance by the Obligors of one or more covenants or provisions of one or more Material Agreements resulting in a claim against the Obligors in excess of $5,000,000 in the aggregate and such breaches or failures continue for 10 Banking Days after the earlier of (x) the Borrower becoming aware of such breaches or failures or (y) the Mexican Collateral Agent, the Administrative Agent or any other Finance Party giving the Borrower notice of such breaches or failures;

if one or more encumbrancers, liens or landlords take possession of any part of the property of any Obligor or attempt to enforce their security or other remedies against such property and their claims remain unsatisfied for such period as would permit such property to be sold thereunder and such property which has been repossessed or is capable of being sold has an aggregate fair market value of at least $5,000,000 (individually or in the aggregate);

if an event of default under any one or more agreements, indentures or instruments, under which any Obligor has outstanding Indebtedness in an amount of at least $5,000,000 (individually or in the aggregate) or under which another Person has outstanding Indebtedness in an amount of at least $3,000,000 (individually or in the aggregate) which is guaranteed by any Obligor, shall happen (with all applicable grace periods having expired) and be continuing, or if any Indebtedness of or guaranteed by any Obligor in an amount of at least $5,000,000 (individually or in the aggregate) which is payable on demand is not paid on demand or if any Obligor fails to make any payment under any Capital Lease when due;

the occurrence of a Change of Control;

the occurrence of a Brigus Event of Default (as defined in the Sandstorm Gold Purchase Agreement) or otherwise the occurrence of an event of default under any other Material Agreement or the termination or amendment of any other Material Agreement if such event of default, termination or amendment could reasonably be expected to have a Material Adverse Effect;

the expropriation, condemnation or abandonment of the a Material Property or any part thereof or any restriction or limitation imposed by any Official Body on the relevant Obligor’s legal right to use the Mining Properties owned by it for mining and exploration activities whether as a result of the Ejido Litigation or otherwise and such imposition resulting in such restriction or limitation has not been discharged, vacated or stayed within 30 days;

any one or more of the Finance Documents is determined by a court of competent jurisdiction not to be a legal, valid and binding obligation of any Company which is a party thereto, enforceable by the Mexican Collateral Agent, the Finance Parties or any of them against such Obligor and such Finance Document has not been replaced by a legal, valid, binding and enforceable document which is equivalent in effect to such Finance Document, assuming such Finance Document had originally been legal, valid, binding and enforceable, in form and substance acceptable to the relevant Finance Parties, within 30 days of such determination, provided, however, that such grace period shall only be provided if such Company actively co-operates with the relevant Finance Party and, if applicable, the Mexican Collateral Agent to so replace such Finance Document;

the validity, enforceability or priority of any of the Finance Documents is contested in any manner by any Company;

any Finance Document is terminated or rescinded or any Person takes an action to terminate or rescind any Finance Document;

any Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document;

any Security Document does not constitute first ranking, priority security in the Secured Assets (subject to Permitted Liens which by their nature or by reason of the Intercreditor Agreement would constitute prior ranking security); or

the occurrence of a Material Adverse Change;

Letters

the date on which either the original counterpart of such Letter is returned to the Issuing Lender for cancellation or the Issuing Lender is released by the beneficiary thereof from any further obligations in respect of such Letter;

the expiry of such Letter; and

the Issuing Lender is permanently enjoined by a court of competent jurisdiction from honouring such Letter pursuant to a final Order;

Set-Off

Appointment and Authorization of Administrative Agent

Each Finance Party hereby appoints and authorizes, and hereby agrees that it will require any assignee of any of its interests in the Credit Documents (other than the holder of a participation in its interests herein or therein) to appoint and authorize the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent or the Administrative Agent by such Finance Party by the terms hereof, together with such powers as are reasonably incidental thereto. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any of the Finance Parties for any action taken or omitted to be taken by it or them hereunder or thereunder or in connection herewith or therewith, except for its own gross negligence or wilful misconduct and each Finance Party hereby acknowledges that the Administrative Agent is entering into the provisions of this Section 14.1 on its own behalf and as agent and trustee for its directors, officers, employees and agents.

Each Lender hereby authorizes the Administrative Agent to execute and deliver the Intercreditor Documents and to designate and appoint (A) Banco Nacional de Mexico, S.A. as the Mexican Collateral Agent, and (B) Citibank, as the Non- Mexican Proceeds Agent in each case under the Intercreditor Documents and each of the Lenders hereby recognizes such designations and appointments, without the need of any further requirement, formalization or notice. Each of the Lenders hereby agrees that it shall take any and all necessary or appropriate further actions as it might be required to take, by law or otherwise, to authorize the Administrative Agent to carry out the foregoing or for the Mexican Collateral Agent or Non-Mexican Proceeds Agent to exercise its faculties and powers, and to comply with its obligations, under the Intercreditor Documents and the Mexican Collateral Documents, as the case may be, directly or through its attorneys-in-fact or designees, including but not limited to the individualization of any required special power of attorney.

Interest Holders

Consultation with Counsel

Documents

Administrative Agent as Finance Party

Responsibility of Administrative Agent

Action by Administrative Agent

Notice of Events of Default

Responsibility Disclaimed

to the Borrower or any other Person as a consequence of any failure or delay in the performance by, or any breach by, any Lender or Lenders of any of its or their obligations under any of the Credit Documents;

to any Lender or Lenders as a consequence of any failure or delay in performance by, or any breach by, any Obligor of any of its obligations under any of the Credit Documents; or

to any Lender or Lenders for any statements, representations or warranties in any of the Credit Documents or in any other documents contemplated hereby or thereby or in any other information provided pursuant to any of the Credit Documents or any other documents contemplated thereby or for the validity, effectiveness, enforceability or sufficiency of any of the Credit Documents or any other document contemplated hereby or thereby.

Credit Decision

in making its decision to enter into this agreement and to make its Pro Rata Share of the Credit Facility available to the Borrower, it is independently taking whatever steps it considers necessary to evaluate the financial condition and affairs of the Obligors and that it has made an independent credit judgment without reliance upon any information furnished by the Administrative Agent; and

so long as any portion of the Credit Facility is being utilized by the Borrower, it will continue to make its own independent evaluation of the financial condition and affairs of the Obligors.

Successor Administrative Agent

Delegation by Administrative Agent

Waivers and Amendments

Subject to Sections 14.14(b) and (c), any term, covenant or condition of any of the Credit Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.

Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:

increase the amount of the Credit Facility or the amount of the Individual Commitment of any Lender;

extend the Maturity Date;

extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent;

change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;

reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;

permit any subordination or postponement of any of the Secured Obligations;

except as otherwise permitted pursuant to Section 14.20, release or discharge the Guarantees or the Security Documents, in whole or in part; or

alter the terms of this Section 14.14.

Notwithstanding Section 14.14(a), without the prior written consent of each Lender, each Qualified Cash Management Lender and each Qualified Risk Management Lender, no such amendment or waiver shall directly:

change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;

permit any subordination of any of the Secured Obligations;

except as otherwise permitted pursuant to Section 14.20, release or discharge the Guarantees or the Security Documents, in whole or in part;

alter the terms of this Section 14.14;

amend the definitions of “Common Cash Management Agreement”, “Common Risk Management Agreement”, “Enforcement Date”, “Exposure”, “Finance Document”, “Finance Party”, “Qualified Affiliate”, “Qualified Cash Management Lender”, “Qualified Risk Management Lender”, “Cash Management Agreement”, “Risk Management Agreement” or “Secured Obligations”; or

change the ability of a Qualified Risk Management Lender to close out or terminate a Risk Management Agreement or the ability to net or set-off; or

amend or waive Section 11.3(d), Section 14.21, Section 14.22 or Section 14.24.

No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of the Administrative Agent shall be effective without the prior written consent of the Administrative Agent.

No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of the Issuing Lender shall be effective without the prior written consent of the Issuing Lender.

Notwithstanding Section 14.14(b)(iii), the Administrative Agent shall be entitled, without the consent of any Lender, to authorize the Mexican Collateral Agent to execute and deliver a release or discharge of any Security over any Secured Assets at the time of any disposition of such assets which is permitted hereunder.

Determination by Administrative Agent Conclusive and Binding

Adjustments among Lenders after Acceleration

The Lenders agree that, at any time after all indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Credit Facility, they will at any time or from time to time upon the request of any Lender through the Administrative Agent purchase portions of the availments made available by the other Lenders which remain outstanding, and make any other adjustments which may be necessary or appropriate, in order that the amounts of the availments made available by the respective Lenders which remain outstanding, as adjusted pursuant to this Section 14.16, will be in the same proportions as their respective Pro Rata Shares thereof immediately prior to such acceleration, cancellation or termination.

The Lenders agree that, at any time after all indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Credit Facility, the amount of any repayment made by the Borrower under this agreement, and the amount of any proceeds of the exercise of any rights or remedies of the Lenders under the Credit Documents, which are to be applied against amounts owing hereunder as principal, will be so applied in a manner such that to the extent possible, the availments made available by the Lenders which remain outstanding, after giving effect to such application, will be in the same proportions as their respective Pro Rata Shares thereof immediately prior to such acceleration, cancellation or termination.

For greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions of Section 14.16(a) and (b), such provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, compensation, or otherwise), other than on account of any monies owing or payable by the Borrower to it under the Finance Documents in excess of its pro rata share of payments on account of monies owing by the Borrower to all the Finance Parties thereunder.

The Borrower agrees to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to this Section 14.16.

Other Security Not Permitted

the Exposure of a Finance Party under any Credit Documents shall be the aggregate amount (expressed in United States dollars) owing to such Finance Party thereunder on such date;

the Exposure of a Qualified Risk Management Lender in respect of Common Risk Management Agreements shall be measured as the net exposure of such Qualified Risk Management Lender under all Common Risk Management Agreements with the Obligors to which such Qualified Risk Management Lender is a party, being the aggregate exposure of such Qualified Risk Management Lender thereunder less the aggregate exposure of the Obligors thereunder; the exposure of a party to a Common Risk Management Agreement shall be, in the case of a Common Risk Management Agreement which has not been terminated as of such date, the total amount which would be owing to such party by the other party under such Common Risk Management Agreement in the event of the early termination as of such date of such Common Risk Management Agreement as a result of the occurrence of a default, event of default or termination event (however specified or designated) with respect to such party thereunder or, in the case of a Common Risk Management Agreement which has been terminated as of such date, the total amount which is owing to such party by the other party under such Common Risk Management Agreement, in each case expressed in United States dollars;

the Exposure of a Qualified Cash Management Lender in respect of Common Cash Management Agreements shall be measured as the net exposure of such Qualified Cash Management Lender under all Common Cash Management Agreements with the Obligors to which such Qualified Cash Management Lender is a party, being the aggregate exposure of such Qualified Cash Management Lender thereunder less the aggregate exposure of the Obligors thereunder; the exposure of a party to a Common Cash Management Agreement shall be, in the case of a Common Cash Management Agreement which has not been terminated as of such date, the total amount which would be owing to such party by the other party under such Common Cash Management Agreement in the event of the early termination as of such date of such Common Cash Management Agreement as a result of the occurrence of a default, event of default or termination event (however specified or designated) with respect to such party thereunder or, in the case of a Common Cash Management Agreement which has been terminated as of such date, the total amount which is owing to such party by the other party under such Common Cash Management Agreement, in each case expressed in United States dollars;

any amount of Secured Obligations denominated in Canadian dollars shall be expressed as the U.S. Dollar Equivalent thereof; and

the Exposure of the Administrative Agent, for the purposes of Section 14.24(b)(iii) and for no other purposes, shall not include the amounts distributed pursuant to Sections 14.24(b)(i) and (ii).

Enforcement

Application of Cash Proceeds of Realization

All Proceeds of Realization not in the form of cash shall be forthwith delivered to the Administrative Agent and disposed of, or realized upon, by the Administrative Agent as set forth in the Intercreditor Documents and otherwise in such manner as the Majority Lenders may approve so as to produce Cash Proceeds of Realization.

Subject to the claims, if any, of secured creditors of the Obligors whose security ranks in priority to the Security, all Cash Proceeds of Realization shall be applied and distributed, and the claims of the Finance Parties shall be deemed to have the relative priorities which would result in the Cash Proceeds of Realization being applied and distributed, as follows:

firstly, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or, if applicable, the Mexican Collateral Agent (including, without limitation and in each case, all legal fees and disbursements) in the exercise of all or any of the powers granted to them hereunder or under the Security Documents and the Guarantees and in payment of all of the remuneration of any Receiver and all costs and expenses properly incurred by such Receiver (including, without limitation, all legal fees and disbursements) in the exercise of all or any powers granted to it under the Security Documents;

secondly, in payment of all amounts of money borrowed or advanced by the Administrative Agent, the Mexican Collateral Agent or such Receiver pursuant to the Security Documents and any interest thereon;

thirdly, to the payment of the Secured Obligations (including holding as cash collateral to be applied against Secured Obligations which have not then matured) to the Finance Parties pro rata in accordance with their relative Exposures; and

the balance, if any, in accordance with Applicable Law.

Notwithstanding the foregoing, at any time that the Intercreditor Documents are in force and effect, Proceeds of Realization and Cash Proceeds of Realization shall be dealt with in accordance with the Intercreditor Documents.

Entering Into Contracts

Survival

Notices

All notices and other communications provided for herein shall be in writing and shall be personally delivered to an officer or other responsible employee of the addressee or sent by telefacsimile, charges prepaid, at or to the applicable addresses or telefacsimile numbers, as the case may be, set out opposite the parties’ name on the signature page hereof or at or to such other address or addresses, telefacsimile number or numbers as any party hereto may from time to time designate to the other parties in such manner. Any communication which is personally delivered as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Banking Day and such delivery is received before 4:00 p.m. (London time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of delivery. Any communication which is transmitted by telefacsimile as aforesaid shall be deemed to have been validly and effectively given on the date of transmission if such date is a Banking Day and such transmission was received before 4:00 p.m. (London time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of transmission.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any party thereto if such party has notified the Administrative Agent that it is incapable of receiving notices under this Section 15.1 by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent prior to 4:00 p.m. (London time) such notice or communication shall be deemed to have been sent at the opening of business on the next Banking Day, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e- mail address as described in the foregoing subsection (i) of notification that such notice or communication is available and identifying the website address therefor.

Successors and Assigns

Assignment

Neither the Credit Documents nor the benefit thereof may be assigned by the Borrower.

A Lender may at any time sell to one or more other persons (“Participants”) participating interests in any credit outstanding hereunder, any commitment of such Lender hereunder or any other interest of the Lender hereunder. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to be obligated to such Lender in connection with such Lender’s rights under this agreement. The Borrower agrees that if amounts outstanding under this agreement are due and unpaid, or shall have been declared to be or shall have become due and payable upon the occurrence of an Event of Default, or any Default which might mature into an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this agreement to the same extent as if the amount of its participating interest were owing directly to it as the relevant Lender under this agreement. The Borrower also agrees that each Participant shall be entitled to the benefits of Article 8 with respect to its participation hereunder and for the purposes of Article 8 such Participant shall be deemed to be a Lender to the extent of such participation, provided, that such Participant shall have complied with obligations of a Lender provided in Article 8 and that no Participant shall be entitled to receive any greater amount pursuant to such Article than the relevant Lender would have been entitled to receive in respect of the amount of the participation transferred by the relevant Lender to such Participant had no such transfer occurred.

With the prior written consent of, (x) the Administrative Agent, (y) the Issuing Lender and (z) at any time that no Default has occurred and is continuing, the Borrower (provided, however, that if the Borrower does not respond to a request for its consent to any such sale within five Banking Days of such receipt, the Borrower shall be deemed to have consented thereto), a Lender may at any time sell all or any part of its rights and obligations under the Credit Documents (but not less than the lesser of (x) $2,000,000 and (y) the amount of its Individual Commitment) to one or more Persons (“Purchasing Lenders”). For certainty, no consent from the Borrower shall be required for any sale by a Lender to another Lender or by a Lender to any of its Affiliates of such Lender’s interest hereunder.

The Borrower authorizes the Administrative Agent and the Lenders to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee or any professional advisor of any Transferee or prospective Transferee and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning the Borrower which has been delivered to them by or on behalf of the Borrower pursuant to this agreement or which has been delivered to them by or on behalf of the Borrower in connection with their credit evaluation of the Obligors prior to becoming a party to this agreement, so long as any such Transferee agrees not to disclose any confidential, non-public information to any person other than its non-brokerage affiliates, employees, accountants or legal counsel, unless required by law and authorizes each of the Lenders to disclose to any other Lender and to any Person where disclosure is required by law, regulation, legal process or regulatory authority (for certainty under any circumstance and not solely in connection with assignment of rights).

Entire Agreement

Further Assurances

Judgment Currency

If, for the purpose of obtaining or enforcing judgment against the Borrower in any court in any jurisdiction, it becomes necessary to convert into a particular currency (such currency being hereinafter in this Section 15.8 referred to as the “Judgment Currency”) an amount due in another currency (such other currency being hereinafter in this Section 15.8 referred to as the “Indebtedness Currency”) under this agreement, the conversion shall be made at the rate of exchange prevailing on the Banking Day immediately preceding:

the date of actual payment of the amount due, in the case of any proceeding in the courts of the Province of Ontario or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 15.8(a)(ii) being hereinafter in this Section 15.8 referred to as the “Judgment Conversion Date”).

If, in the case of any proceeding in the court of any jurisdiction referred to in Section 15.8(a)(ii), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the Borrower shall pay to the appropriate judgment creditor or creditors such additional amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Indebtedness Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

Any amount due from the Borrower under the provisions of Section 15.8(b) shall be due to the appropriate judgment creditor or creditors as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this agreement.

The term “rate of exchange” in this Section 15.8 means the noon spot rate of exchange for Canadian interbank transactions applied in converting the Indebtedness Currency into the Judgment Currency published by the Bank of Canada for the day in question.

Confidentiality

I am a duly appointed senior financial officer of the Borrower named in the credit agreement made as of May 23, 2014, as amended (the “Credit Agreement”) between, inter alia, the Borrower, the Lenders named therein and Bank of Montreal, as administrative agent of the Lenders, and as such I am providing this Certificate for and on behalf of the Borrower pursuant to the Credit Agreement.

I am familiar with and have examined the provisions of the Credit Agreement including, without limitation, those of Article 10, Article 11 and Article 13 therein.

To the best of my knowledge, information and belief and after due inquiry, no Default has occurred and is continuing.

Unless the context otherwise requires, capitalized terms in the Credit Agreement which appear herein without definitions shall have the meanings ascribed thereto in the Credit Agreement.

Credit Agreement made as of May 23, 2014 (as amended to the date hereof, the “Credit Agreement”) between, inter alia, Primero Mining Corp., as borrower, the Lenders named therein and Bank of Montreal, as administrative agent of the Lenders

Credit Agreement made as of May 23, 2014 (as amended to the date hereof, the “Credit Agreement”) between, inter alia, Primero Mining Corp., as borrower, the Lenders named therein and Bank of Montreal, as administrative agent of the Lenders

Bank of Montreal

Credit Agreement made as of May 23, 2014 (as amended to the date hereof, the “Credit Agreement”) between, inter alia, Primero Mining Corp., as borrower, the Lenders named therein and Bank of Montreal, as administrative agent of the Lenders

Downstream Guarantee;

General Security and Pledge Agreement;

Uncertificated Issuer Control Agreement;

Omnibus Obligor Subordination and Postponement Agreement granted by each of the Companies;

Luxembourg Share Pledge Agreement with respect to Primero Luxembourg;

Barbadian Charge over Shares (over shares in shares in Silver Trading);

Mexican Amended and Restated Share Pledge Agreement (Convenio Modificatorio y de Reexpresión al Contrato de Prenda sobre Acciones) with respect to shares held by the Borrower and ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ (“ELA”) in PEM (First Priority);

Mexican Share Pledge Agreement (Contrato de Prenda sobre Acciones) with respect to shares held by the Borrower and Kings in ▇▇▇ (First Priority); and

Mexican Share Pledge Agreement (Contrato de Prenda sobre Acciones) with respect to shares held by the Borrower and Kings in SAO (First Priority).

Guarantee;

Luxembourg Account Pledge Agreement;

Luxembourg Notice of Pledge to ING with respect to Luxembourg Accounts; and

Mexican Mercantile Pledge Agreement (Contrato de Prenda Mercantil) with respect to promissory notes held by PML in PEM (First Priority).

Guarantee; and