Common use of Conditions Precedent to Advance Clause in Contracts

Conditions Precedent to Advance. The Lender's obligations to lend the money representing the principal amount of the Loan is conditional on and subject to the satisfaction of the following conditions precedent: (a) the provision to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably request; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties thereto; (e) completion of a due diligence investigation satisfactory to the Lender, acting reasonably; (f) availability of senior debt in amounts and on terms satisfactory to the Lender; and (g) payment by the Borrower to the Lender on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrower.

Conditions Precedent to Advance. The Lender's obligations As conditions precedent to lend the money representing the principal amount of Advance under the Loan is conditional on and subject to by the satisfaction of the following conditions precedentLender: (a) the provision Borrower will have: (i) executed and delivered or caused to be executed and delivered the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably requestits counsel; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall contained in paragraph 8 will be true and correctcorrect in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lender; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to there shall have been no adverse material change in the transactions contemplated in this Agreement and to the issue business, operations, assets or ownership of the Warrants and Borrower or any of its Subsidiaries since the Extension Warrants to date of the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension WarrantsTerm Sheet; (d) the execution Lender will have received the approval of its Board of Directors and delivery completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Inter-Lender Agreement by all parties thereto;Borrower and its Subsidiaries; and (e) completion of a due diligence investigation satisfactory the Lender will, in its sole and absolute discretion, be satisfied as to the Lendercreditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, acting reasonably; (f) availability of senior debt in amounts 2007, this Agreement will terminate, and on terms satisfactory the Lender will be under no further obligation to the Lender; and (g) payment by Borrower in connection with the Borrower to the Lender on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrowercontemplated herein.

Conditions Precedent to Advance. The Lender's obligations obligation of the Lender to lend the money representing the principal amount of fund the Loan is conditional on and subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:precedent (in form and substance satisfactory to the Lender): (a) each of this Agreement, the provision to the Lender of a favourable opinion Security Documents, and all other Loan Documents shall have been executed and delivered by all parties thereto; (b) an originally executed copy of the Borrower's legal counsel Note shall have been delivered to, or as directed by, the Lender; (c) the Royalty Agreement (and all necessary approvals for the execution, delivery and performance thereof), in a form and substance acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement shall have been validly authorizedexecuted or performed (as applicable) by the Borrower; (d) each of the Compliance Certificate, Environmental Certificate and Oil and Gas Ownership Certificate shall be executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters dated effective as the Lender may reasonably request; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties theretoDate; (e) completion the Lender shall have received certified copies of a due diligence investigation satisfactory the Organizational Documents of each Obligor, the resolutions authorizing the execution, delivery and performance of each Obligor’s respective obligations under the Loan Documents, as applicable, and the transactions contemplated herein, and the incumbency of the officers of the Obligors that are party to the Lender, acting reasonablyLoan Documents; (f) availability the Lender shall have received a flow of senior debt funds letter of direction from the Borrower with respect to any of the Funded Amount that Xxxxxxxx is directing to be funded to any Person or account other than the Operating Account; (g) copies of all shareholders agreements and partnership agreements, if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the Lender’s satisfaction; (h) certificates of status or good standing, as applicable, for all relevant jurisdictions of each Obligor shall have been delivered to the Lender; (i) each Obligor shall be in compliance in all material respects with all Material Contracts and Material Licences to the satisfaction of the Lender and copies of all Material Contracts and Material Licences applicable to each Obligor, certified by the Borrower to be true, shall have been delivered to the Lender; (j) evidence of repayment in full of all Debt that is not Permitted Debt, including for clarity the Bridge Loan, shall have been delivered to the Lender concurrent with the Advance; (k) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the delivery of the Loan Documents have been obtained; (l) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender or applicable solicitors’ undertakings to obtain and register same coupled with the appropriate discharge statements; (m) payment of all amounts and fees payable to the Lender, including, without limitation, the Closing Fee and the Servicing Fee and the costs and expenses payable pursuant to Section 4.6, which amounts may, at the direction of the Borrower, be netted out of the Funding Amount by the Lender at the Closing Date; (n) all filings, registrations and recordations shall have been made to perfect the Security in all relevant jurisdictions reasonably required by the Lender, including without limitation, under the PPSA and in the case of any real property, on terms title; (o) a currently dated letter of opinion of counsel of the Obligors that are party to Loan Documents, in form and substance ordinarily delivered in similar transactions of the nature contemplated by this Agreement in Calgary Alberta; (p) the Borrower shall have delivered to the Lender evidence of insurance acceptable to the Lender showing the Lender as a loss payee; (q) no Pending Event of Default exists and no Event of Default has occurred and is continuing on the Closing Date or would result from making the Advance and a Responsible Officer of the Borrower shall have certified the same to the Lender; (r) all representations and warranties made by the Borrower and applicable Obligors in the Loan Documents are true and correct in all material respects; (s) all covenants required hereunder shall be performed, kept or observed in a manner satisfactory to the Lender; (t) the Lender shall be satisfied that all information provided to the Lender from any Obligor in connection with the negotiation of the transactions contemplated by this Agreement is neither false nor misleading; (u) no Material Adverse Effect has occurred and a Responsible Officer of the Borrower shall have certified the same to the Lender; (v) the Lender shall have received such additional evidence, documents or undertakings as the Lender shall reasonably request and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement; (w) the Lender shall have obtained all necessary internal approvals to enter this Agreement and provide the Loan; (x) the Lender shall have completed background checks of each the Key Person, and the results thereof shall be satisfactory to the Lender; (y) the Lender shall have received a detailed capital expenditure program for the period from the Closing Date through June 30, 2020 on a monthly basis in form and substance satisfactory to the Lender (z) the Lender shall have received all the financial statements and such other financial reports and information concerning the Borrower as the Lender shall have requested; and (gaa) payment by the Borrower to the Lender on the Closing Date of a transaction fee equal shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to 5% of the Loaneach Obligor and its Property, plus goods books and services taxrecords, less any instalment of such fee previously paid by the Borroweroperations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters.

Conditions Precedent to Advance. The Lender's obligations to lend the money representing the principal amount obligation of the Lender to advance the Loan on the Closing Date is conditional on and subject to the satisfaction of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lender and may be waived in writing by the Lender in its sole discretion: (a) each of this Agreement, the provision Fee Letter, the Security Documents (other than the Leasehold Debenture) and the Warrant Agreement shall have been executed and delivered by all parties thereto and shall have become effective; (b) no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to this Agreement and the Lender shall have received an Officer’s Certificate confirming same; (c) the representations and warranties made in or pursuant to this Agreement shall be true and correct on the Closing Date and the Lender shall have received an Officer’s Certificate confirming same; (d) the Lender shall have received the following, in form and substance satisfactory to the Lender Lender: (i) an Officer’s Certificate in respect of a favourable opinion each Obligor certifying that attached thereto are true and correct copies of the following documents and that such documents are in full force and effect, unamended; (A) the articles, memorandum, by-laws, constating documents or other organizational documents of the Obligor; (B) the certificate of incumbency including sample signatures of officers and directors of the Obligor who have executed this Agreement or any of the Loan Documents entered into in connection therewith; (C) the resolutions or other documentation evidencing that all necessary action (if any), corporate or otherwise, has been taken by the Obligor to authorize the execution, delivery and performance of this Agreement and any applicable agreements referred to herein, including (in the case of the Borrower's legal ) the Warrant Agreement; and (ii) a certificate of status, certificate of compliance or similar certificate with respect to the jurisdiction of incorporation or formation of each Obligor or any other jurisdiction in which the Obligor conduct business; (e) filings and registrations required to establish the perfection and priority of the Security (other than the Leasehold Debenture) in all jurisdictions reasonably required by the Lender shall have been made (including without limitation, registrations at the applicable Land Registry Office and MNDM); (f) the Warrant Agreement shall have been entered into, and shall be in full force and effect and the Warrants shall, contemporaneously with the advance of the Loan, be issued to the Lender; (g) all approvals, consents and authorizations as may be required from the TSX and the NYSE in connection with the issue of the Warrants and the issuance of the Common Shares issuable upon the exercise of the Warrants shall have been obtained (including, without limitation, confirmation that the TSX and the NYSE has approved the listing of the Common Shares issuable upon the exercise of the Warrants, subject only to satisfaction of customary conditions); (h) the Borrower shall have received all of the Material Permits listed on Schedule 4.1(z), including all Material Permits required for the completion and operation of the Phoenix Project up to 1250 TPD, and such Material Permits shall continue to be in good standing and in full force and effect; (i) no event shall have occurred since December 31, 2014 which, individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect, including any event arising as a result of any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever, and the Lender shall have received an Officer’s Certificate confirming same; (j) all Material Contracts shall be in full force and effect and there shall have occurred no material default by any party thereto and, to the extent not previously delivered to the Lender, the Lender shall have received certified copies thereof; (k) the Lender shall have received customary opinions of counsel in a form to the Borrower acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and including opinions with respect to such other the enforceability of this Agreement and the Warrant Agreement, title matters as with respect to the Lender may reasonably requestPhoenix Property in which the Borrower has an interest and compliance with applicable securities laws; (bl) the representations and warranties Upfront Fee shall have been paid or shall be paid contemporaneous with the advance of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correctLoan; (cm) evidence of all necessary approvals of appropriate securities regulatory authorities no action or proceeding shall be pending by any Person or Governmental Authority to enjoin, restrict, or prohibit the transactions contemplated in this Agreement and to the issue operation of the Warrants Phoenix Project or which may impose any material condition on the operation of the Phoenix Project, or which could reasonably be expected to have a Material Adverse Effect, and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrantsshall have received an Officer’s Certificate confirming same; (dn) the execution and delivery of the Inter-Lender RG Subordination Agreement shall have been entered into by all parties thereto; (e) completion of a due diligence investigation satisfactory to the Lender, acting reasonably; (f) availability of senior debt in amounts and on terms satisfactory to the Lender; and (go) payment by the Borrower to the Lender on shall have received certificates evidencing compliance with the Closing Date insurance requirements of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrowerthis Agreement.

Conditions Precedent to Advance. The Lender's obligations to lend the money representing the principal amount obligation of the Loan is conditional on and Creditor to make the advance under this Debenture will be subject to the completion of each of the following conditions precedent to the satisfaction of the following conditions precedentCreditor: (a) the provision to the Lender of a favourable opinion of the Borrower's legal counsel Creditor shall have received, in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, case duly executed and delivered by and in form and substance satisfactory to the Borrower Creditor, (i) this Debenture and the Subsidiaries and with respect to such (ii) each other matters as the Lender may reasonably requestTransaction Document; (b) the Creditor shall be satisfied that all governmental, regulatory, shareholder and third-party consents and approvals necessary or desirable in connection with entering into this Debenture and the transactions contemplated hereby, and the continuing operations of the Obligors and their subsidiaries, have been obtained and be in full force and effect, (c) the Creditor shall have received evidence of insurance coverage in form, scope and substance satisfactory to the Creditor and otherwise in compliance with Section 3.1(k) of this Debenture; (d) each Obligor shall have delivered an officer’s certificate from a senior officer of such Obligor attaching true and complete copies of its constating documents, a certificate of incumbency and resolutions of the directors of such Obligor authorizing the transactions contemplated hereby; (e) the Creditor shall be in receipt of a certificate of status or the equivalent for each Obligor from its jurisdictions of formation and each other jurisdiction in which such Obligor is registered; (f) the Creditor shall be in receipt of legal opinions, in form and substance satisfactory to the Creditor and its counsel, covering such matters incidental to the transactions contemplated by this Debenture as the Creditor and its counsel may require; (g) the Creditor shall have received a bringdown certificate of the Corporation confirming (i) all representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be Obligors contained herein remain true and correctcorrect in all material respects, (ii) no Default or Event of Default exists under any of the Transaction Documents, and (iii) the non-occurrence of any Material Adverse Change; (ch) evidence the Creditor shall have received and be satisfied with the results of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement personal property, real property, pending litigation, judgment, bankruptcy, bulk sale, execution and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery other searches conducted by the Borrower Creditor and its counsel with respect to each Obligor in all jurisdictions selected by the Lender of certificates representing the Warrants and the Extension WarrantsCreditor; (di) each Obligor shall have irrevocably appointed and designated a person having and maintaining a place of business in the execution Province of British Columbia as the true and delivery lawful attorney and duly authorized agent for acceptance of the Inter-Lender Agreement by all parties theretoservices of legal process of such Obligor; (ej) completion of a due diligence investigation satisfactory to the LenderCreditor shall have received such other documents, acting reasonably; (f) availability of senior debt in amounts information and on terms satisfactory to deliveries as may be reasonably required by the LenderCreditor; and (gk) payment by the Borrower Corporation shall have made required filings under Applicable Securities Law required to permit the Lender on the Closing Date of a transaction fee equal to 5% issuance of the LoanDebenture and the allotment and issuance of the Units, plus goods Unit Shares, Warrants and services taxWarrant Shares upon the terms and conditions set forth herein, less any instalment of such fee previously paid by including without limitation, all required filings with the BorrowerCSE.

Conditions Precedent to Advance. The Lender's obligations As conditions precedent to lend the money representing the principal amount advance of the Loan is conditional on and subject to by the satisfaction of the following conditions precedentLender: (a) the provision to board of directors and partners of the Lender of a favourable opinion of will have approved the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably requestLoan; (b) the Credit Parties shall have delivered to the Lender certified copies of the constating documents for each of the Credit Parties and all amendments thereto, and certified copies of the required resolutions of the directors (and shareholders of Focus Cayman and Agrifos Cayman) of each of the Credit Parties authorizing the transactions contemplated hereunder, all in form and substance satisfactory to the Lender; (c) all Loan Documents shall have been executed and delivered and all filings, registrations and recordings and legal opinions necessary or desirable in connection therewith shall have been made; (d) completion of all due diligence on the Credit Parties and the Peruvian Parties to the satisfaction of the Lender and its legal counsel, including a review of all: (i) material contracts of the Credit Parties, including all documentation relating to the Acquisition; (ii) leases, licences, permits, mine plans; and (iii) budgets of the Credit Parties; (e) receipt of all applicable stock exchange and other regulatory approvals to the completion of this Agreement; (f) such additional evidence, documents and undertakings as the Lender may request, acting reasonably, to complete the transactions contemplated hereunder and reasonable evidence of compliance with the conditions set forth in this Agreement shall have been furnished to the Lender; (g) receipt by the Lender of written confirmation by the Credit Parties that the representations and warranties of the Borrower Credit Parties contained in paragraph 8.1 are true and correct in all material respects as of the date of the advance of the Loan and the Credit Parties will have complied with all covenants required to be complied with by each of them under this Agreement and under all certificates given by other Loan Documents, prior to the Borrower and advance of the Subsidiaries on the Closing Date shall be true and correctLoan; (ch) evidence of all necessary approvals of appropriate securities regulatory authorities the Lender will, in its sole and absolute discretion, be satisfied as to the transactions contemplated in this Agreement and to the issue creditworthiness of the Warrants Credit Parties and the Extension Warrants to adequacy of the Lender and the delivery collateral security contemplated herein; (i) receipt by the Borrower to the Lender of certificates representing a conditions precedent certificate of the Warrants Borrower confirming that all elements of the Acquisition are complete other than the Inca Payment and the Extension WarrantsTB Payment; (dj) the execution Lender shall be satisfied in its sole and delivery absolute discretion that it may take control of the Inter-Lender Agreement Agrifos Peru Capital Stock owned by all parties theretothe Credit Parties, upon an enforcement proceeding, and sell or otherwise assign the same; (ek) completion of a such other conditions precedent the Lender may require based on its due diligence investigation satisfactory to the Lender, acting reasonably; (f) availability of senior debt in amounts and on terms satisfactory to the Lender; and (g) payment by the Borrower to the Lender on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrowerreview.

Conditions Precedent to Advance. The Lender's obligations to lend the money representing the principal amount of the Loan is conditional on and subject to the satisfaction of the following conditions precedent: (a) the provision to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably request; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties thereto; (e) completion of a due diligence investigation satisfactory to the Lender, acting reasonably; (f) availability of senior debt in amounts and on terms satisfactory to the Lender; (g) payment of all interest accrued and not yet paid on the Debenture up to the date of this Agreement; and (gh) payment by the Borrower to the Lender on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrower.

Conditions Precedent to Advance. The Lender's obligations obligation of each Lender to lend the money representing the principal amount of the Loan make its Advance is conditional on and subject to the satisfaction or waiver by such Lender of the following conditions precedent: (a) Administrative Agent and each Lender shall have received each of the provision following documents, duly executed, each dated as of the Closing Date (except in the case of lien searches, which shall be dated on or prior to the Lender Closing Date), in each case, in form and substance reasonably satisfactory to Administrative Agent and each Lender: (i) duly executed counterparts of the Margin Loan Documentation and all documents contemplated thereby, including any UCC-1 financing statement(s); (ii) a certificate of Borrower, dated the Closing Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of Borrower authorized to sign the Margin Loan Documentation, and (C) contain appropriate attachments, including (x) the Organization Documents of Borrower certified by the relevant authority of the jurisdiction of organization of Borrower, and (y) if applicable, a long form good standing certificate for Borrower from its jurisdiction of organization; (iii) a certificate of Guarantor, dated the Closing Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of Guarantor authorized to sign the Margin Loan Documentation, and (C) contain appropriate attachments, including (x) the Organization Documents of Guarantor certified by the relevant authority of the jurisdiction of organization of Guarantor, and (y) if applicable, a long form good standing certificate for Guarantor from its jurisdiction of organization (iv) a certificate of a favourable Responsible Officer of Borrower in the form of Exhibit A hereto; (v) a solvency certificate from a Responsible Officer of each Loan Party; (vi) a favorable opinion of each Loan Party’s counsel, addressed to Administrative Agent and Lenders, in form and substance reasonably satisfactory to Administrative Agent and each Lender; (vii) the Borrower's legal counsel results of a recent lien search in a form acceptable each of the jurisdictions where assets of Borrower are located, and such search shall reveal no liens on any of the assets of Borrower except for Permitted Liens or discharged on or prior to the Closing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to Administrative Agent and each Lender; (viii) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreements; (ix) the documents and certificates described in Section 2.11 (h)(i); (x) evidence that Borrower has duly appointed an “Independent Director” (as defined in Borrower’s Organization Documents); (xi) a FRB Form U-1 shall have been delivered to Administrative Agent and each Lender, acting reasonablycompleted to satisfaction of each Lender and duly executed by Borrower; and (xii) such other certificates or documents as Administrative Agent or any Lender reasonably may require. (b) The Initial Cash Collateral Accounts shall have been established, that the Borrower and the Subsidiaries exist share registry maintained by Issuer’s transfer agent shall record that each Lender owns 8,750,000 Collateral Shares free from all Transfer Restrictions (other than Existing Transfer Restrictions) and Restrictive Conditions. (c) All documented fees and expenses required to be paid under the Margin Loan Documentation on or before the Closing Date, including the Structuring Fee (unless netted against the relevant Advance on the Closing Date) and counsel fees invoiced prior to the Closing Date, shall have been paid. (d) Each of the corporate capacity representations and warranties contained in Article 3 or in any other Margin Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to execute materiality, in which case it shall be true and deliver this Agreementcorrect in all respects) on and as of the date of the Advances, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement except to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably request; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date specifically refer to an earlier date, in which case they shall be true and correct; correct in all material respects as of such earlier date (c) evidence of unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties theretorespects); (e) completion of Since Borrower’s inception, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a due diligence investigation satisfactory to the Lender, acting reasonablyMaterial Adverse Effect; (f) availability Borrower shall have delivered a Borrowing Notice to Administrative Agent and each Lender in accordance with the requirements hereof; (g) Immediately after giving effect to each of senior debt in amounts the Advances, the LTV Ratio (determined at the time such Advances are made) shall not exceed the Initial LTV Ratio; (h) No Collateral Shortfall shall exist or will exist after giving effect to each Advance and on terms satisfactory to the Lenderapplication of the proceeds therefrom; (i) The Guarantee Agreement is in full force and effect; (j) No Default, Event of Default, Adjustment Determination Period or Mandatory Prepayment Event shall have occurred and be continuing, or would result from such Advances or from the application of the proceeds therefrom; (k) Borrower shall not have provided notice of termination of the Facility; (l) The Collateral Requirement has been satisfied in all respects; and (gm) payment Each Lender shall have completed its customary know-your-customer and client on-boarding process with respect to Borrower, in each case to such Lender’s satisfaction. Any delivery by the Borrower to the Lender on the Closing Date of a transaction fee equal Borrowing Notice shall be deemed to 5% of constitute a representation and warranty by Borrower that the Loan, plus goods and services tax, less any instalment of such fee previously paid by conditions to making the BorrowerAdvances have been satisfied.

Conditions Precedent to Advance. The Lender's obligations to lend the money representing the principal amount of the Loan is conditional on and subject As conditions precedent to the satisfaction of Advance under the following conditions precedentFacility by the Lender: (a) the provision Borrower will have: (i) completed all financing arrangements with the Subordinate Creditors, which shall include their execution and delivery of the Priority Agreement; (ii) executed and delivered or caused to be executed and delivered all of the Security and the documents, securities and instruments referred therein and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the security interests created therein, provided however, that if the Lender shall not have received exchange control approval of the South African Reserve Bank to the Rockwell Resources RSA documents referred to in subparagraphs 7(h) and 7(i) above and the transactions contemplated therein, on or before July 7, 2006, the Borrower shall cause the share certificates representing the Van Wyk Shares to be delivered to the Lender's South African counsel, to be held by the Lender's South African counsel pending receipt of such exchange control approval; (iii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Bonus Shares and the Conversion Shares; (iv) delivered a certified copy of its and each relevant Subsidiary's directors' resolutions authorizing the borrowing of the Facility, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters; and (v) caused to be executed and delivered legal opinions of counsel for the Borrower and each of the Subsidiaries, all in form and terms satisfactory to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably requestits counsel; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall contained in paragraph 9 will be true and correctcorrect in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Advance under the Facility by the Lender; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to there shall have been no adverse material change in the transactions contemplated in this Agreement and to the issue business, operations, assets or ownership of the Warrants and Borrower or any of the Extension Warrants to Subsidiaries since the Lender and date of the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension WarrantsTerm Sheet; (d) the execution Lender will have received the approval of its board of directors and delivery completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Inter-Lender Agreement by all parties thereto;Borrower and the Subsidiaries; and (e) completion of a due diligence investigation satisfactory the Lender will, in its sole and absolute discretion, be satisfied as to the Lendercreditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before July 14, acting reasonably; (f) availability of senior debt in amounts 2006, this Agreement will terminate, and on terms satisfactory the Lender will be under no further obligation to the Lender; and (g) payment by Borrower in connection with the Borrower to the Lender on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrowercontemplated herein.

Conditions Precedent to Advance. The Lender's obligations of the Lender to lend the money representing the principal amount of fund the Loan is conditional on and subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent: (a) the provision to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement shall have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably requestall parties hereto; (b) the representations and warranties Lender shall have received certified copies of the Borrower Organizational Documents of each Obligor, the resolutions authorizing the execution, delivery and performance of each Obligor’s respective obligations under this Agreement and under all certificates given by the Borrower Loan Documents and the Subsidiaries on transactions contemplated herein, and the Closing Date shall be true and correctincumbency of the officers of the Obligors; (c) evidence copies of all necessary approvals of appropriate securities regulatory authorities shareholder agreements and partnership agreements, if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension WarrantsLender’s satisfaction; (d) certificates of status or good standing, as applicable, for all relevant jurisdictions of each Obligor shall have been delivered to the execution and delivery of the Inter-Lender Agreement by all parties theretoLender; (e) completion each Obligor shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of a due diligence investigation satisfactory the Lender and copies of all Material Contracts and Material Licences if any, applicable to each Obligor, shall have been delivered to the Lender, acting reasonably; (f) availability evidence of senior debt repayment in full of all Debt that is not Permitted Debt owing by any Obligor to any third party lenders to such Obligor concurrent with the Advance shall have been delivered to the Lender; (g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the completion of the GAA Transaction and the delivery of the Loan Documents have been obtained; (h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender; (i) payment of all amounts and fees payable to the Lender, including, without limitation, the Cash Fee, the Annual Fee and all reasonable fees of counsel to the Lender (including local counsel); (j) duly executed copies of the Security shall have been delivered to the Lender and such financing statements or other registrations of such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the opinion of the Lender to preserve or protect the charges and security interests created thereby; (k) a currently dated letter of opinion of counsel to the Borrower along with the opinions of local counsel for each Obligor shall have been delivered to the Lender; (l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (m) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from making the Advance and a senior officer of the Borrower shall have certified the same to the Lender; (n) all representations and warranties made by the Obligors in the Loan Documents are true and correct in all material respects; (o) no Material Adverse Effect has occurred; (p) evidence of concurrent completion of the GAA Transaction on terms and conditions consistent with the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the GAA Loans (with any material deviations from any of the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the GAA Loans to be subject to approval by the Lender) shall have been provided to the Lender; (q) executed copies of the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the document(s) evidencing the GAA Loans; (r) a source and use of funds statement and an outline of the flow of funds from the Advance shall have been delivered to the Lender evidencing that the Advance will be used solely for the purpose provided for in Section 9.1(f); (s) evidence of Equity Financing being made in an aggregate amount of no less than $5,000,000, all on terms satisfactory to the Lender shall have been delivered to the Lender; (t) evidence that funds under the Subordinated Credit Agreement in an amount not less than $20,000,000 have been or will be concurrently advanced to the Borrower, all on terms satisfactory to the Lender; (u) an executed copy or copies certified true and correct by an officer of the Borrower of the Subordinated Credit Agreement and the Subordinated Lenders’ Security shall have been delivered to the Lender; (v) the Intercreditor Agreement shall have been executed to the Lender’s satisfaction; (w) the Lender shall have received such additional evidence, documents or undertakings as the Lender shall reasonably request to establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement; (x) the Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to each Obligor and its Property, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters; and (gy) payment by the Lender and the Borrower will have entered into, executed and delivered an agreement granting to the Lender on the Closing Date of a transaction fee equal to 5% certain rights in respect of the LoanBorrower’s current and future products, plus goods and services taxall on terms satisfactory to the parties, less any instalment of such fee previously paid by the Borroweracting reasonably.

Conditions Precedent to Advance. The Lender's Lenders' obligations to lend the money representing the principal amount of the Loan Loans is conditional on and subject to the satisfaction of the following conditions precedent: (a) the provision to the Lender Lenders of a favourable opinion of the Borrower's legal counsel in a form acceptable to the LenderLenders, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the NoteNotes, the Lender's Lenders' Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the NoteNotes, the Warrants, the Lender's Lenders' Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender Lenders may reasonably request; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender Lenders and the delivery by the Borrower to the Lender Lenders of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties thereto; (e) completion of a due diligence investigation satisfactory to the LenderLenders, acting reasonably, including, but not limited to, receipt by the Lenders of a third party valuation indicating a fair market value of the film and television library of the Borrower and the Subsidiaries equal to or greater than $10,000,000; (f) availability of senior debt in amounts and on terms satisfactory to the LenderLenders; (g) execution by each of the Principals of a non-competition agreement in a form acceptable to the Lenders, acting reasonably; and (gh) payment by the Borrower to the Lender Lenders on the Closing Date of a transaction fee equal to 5% of the LoanLoans, plus goods and services tax, less any instalment of such fee previously paid by the Borrower.

Conditions Precedent to Advance. The Lender's obligations of the Lender to lend the money representing the principal amount of fund the Loan is conditional on and subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:precedent (in form and substance satisfactory to the Lender): (a) the provision to the Lender each of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the WarrantsSecurity Documents, the Note, the Lender's Security Intercreditor Agreement and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement all other Loan Documents shall have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably request; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties thereto; (eb) completion the Lender shall have received certified copies of a due diligence investigation satisfactory the Organizational Documents of each Obligor, the resolutions authorizing the execution, delivery and performance of each Obligor’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the officers of the Obligors; (c) copies of all shareholder agreements and partnership agreements, if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the Lender’s satisfaction; (d) certificates of status or good standing, acting reasonablyas applicable, for all relevant jurisdictions of each Obligor shall have been delivered to the Lender; (e) each Obligor shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Lender and copies of all Material Contracts and Material Licences if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the Lender; (f) availability evidence of senior debt repayment in full of all Debt that is not Permitted Debt owing by any Obligor to any third party lenders to such Obligor concurrent with the Advance shall have been delivered to the Lender; (g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the completion of the GAA Transaction and the delivery of the Loan Documents have been obtained; (h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender; (i) payment of all amounts and fees payable to the Lender, including, without limitation, the Cash Fee payable pursuant to Section 4.6(a) and all reasonable fees of counsel to the Lender (including local counsel); (j) all filings, registrations and recordations shall have been made to perfect the Security in all relevant jurisdictions reasonably required by the Lender, including without limitation, under the UCC and the PPSA and the Security shall constitute, subject only to Permitted Liens, a first ranking charge over all of the Property of the Obligors and the Lender (or in the discretion of the Lender, the Collateral Agent, on the Lender’s behalf) shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (k) a currently dated letter of opinion of counsel to: (i) each of the CRH Obligors in respect of the Loan Documents; (ii) the [REDACTED] Vendors in respect of the GAA Asset Purchase Agreement; (iii) the [REDACTED] Vendors in respect of the GAA Equity Purchase Agreement; and (iv) the Borrower in respect of the Subscription Agreement. (l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender, or the Collateral Agent in the Lender’s discretion, as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security. (m) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from making the Advance and a senior officer of the Borrower shall have certified the same to the Lender; (n) all representations and warranties made by the Obligors in the Loan Documents are true and correct in all material respects; (o) no Material Adverse Effect has occurred; (p) evidence of concurrent completion of the GAA Transaction on terms and conditions consistent with the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the GAA Loans (with any material deviations from the Purchase Agreement to be subject to approval by the Lender) shall have been provided to the Lender; (q) a copy certified true and correct by an officer of the Borrower of the Senior Credit Agreement, the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the documents evidencing the GAA Loans shall have been delivered to the Lender; (r) a source and use of funds statement and an outline of the flow of funds from the Advance shall have been delivered to the Lender evidencing that the Advance will be used solely for the purpose provided for in Section 9.1(f); (s) evidence of equity financing being made in the Borrower in an aggregate amount of no less than US$5,000,000, all on terms satisfactory to the Lender shall have been delivered to the Lender; (t) evidence that funds under the Senior Credit Agreement in an amount not exceeding US$30,000,000 have been concurrently advanced to the Borrower, all on terms satisfactory to the Lender; (u) an executed copy or copies certified true and correct by an officer of the Borrower of the Senior Credit Agreement shall have been delivered to the Lender; (v) the Subscription Agreement shall have been executed and delivered by all parties thereto, and the TSX shall have accepted the issuance of the Common Shares on the terms and conditions of the Subscription Agreement, and the TSX shall have conditionally approved the listing of the Common Shares pursuant to the applicable by-laws, rules or regulations of the TSX, as the case may be, subject only to the filing of standard documents and notice of issuance thereunder; (w) the Lender shall have received such additional evidence, documents or undertakings as the Lender shall reasonably request to establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement; and (gx) payment by the Borrower to the Lender on the Closing Date of a transaction fee equal shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to 5% of the Loaneach Obligor and its Property, plus goods books and services taxrecords, less any instalment of such fee previously paid by the Borroweroperations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters.

Conditions Precedent to Advance. The Lender's obligations As conditions precedent to lend the money representing the principal amount Advance of the Loan is conditional on and subject to the satisfaction applicable portion of the following conditions precedentFacility by the Lender: (a) the provision Borrower and NiMin, as applicable, will have: (i) executed and delivered or caused to be executed and delivered all of the Security documents and other items referred to in paragraph 7 above and the documents, securities and instruments referred to therein, and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the Lender’s security therein; (ii) received and provided the Lender with written evidence of the conditional acceptance of the Exchange to (i) the issuance of the Interest Shares, and (ii) the transaction contemplated herein; (iii) delivered a certified copy of the Borrower’s directors’ resolutions authorizing the borrowing of the Facility, the grant of the Security, as applicable, and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer’s certificate, certifying certain factual matters, in form and terms satisfactory to the Lender; (iv) delivered a certified copy of NiMin’s directors’ resolutions authorizing the guarantee of the Facility, the grant of the Security, as applicable, and the execution and deliver of all agreements, documents and instruments applicable thereto, together with an officer’s certificate, certifying certain factual matters, in form and terms satisfactory to the Lender; (v) caused to be executed and delivered legal opinions of counsel to the Borrower and NiMin, each in form and terms satisfactory to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable and its counsel; (vi) caused to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, be executed and delivered by all parties the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably requestintercreditor agreement; (b) the representations and warranties of the Borrower and NiMin contained in paragraphs 9 and 10 will be true and correct in all material respects and the Borrower and NiMin will have complied with all covenants required to be complied with by them under this Agreement and under all certificates given other documents delivered hereunder, prior to the Advance by the Borrower and the Subsidiaries on the Closing Date shall be true and correctLender; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to there shall have been no adverse material change in the transactions contemplated in this Agreement and to the issue business, operations, assets or ownership of the Warrants and Borrower or NiMin since the Extension Warrants to date of the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension WarrantsTerm Sheet; (d) the execution Lender will have completed and, in its sole and delivery absolute discretion, be satisfied with its due diligence review of the Inter-Lender Agreement by Borrower and NiMin and any properties and assets, including without limitation in respect of all parties environmental and general compliance matters, and will be satisfied in respect of all matters relating to the Xxxxxxxxx PSA and the transactions related thereto, including without limitation in respect of the amount of the Borrower’s or NiMin’s contribution to the purchase price (which amount shall be no less than $5,000,000); (e) completion the Lender will have received the approval of a due diligence investigation satisfactory to the Lender, acting reasonably’s board of directors; (f) availability of senior debt in amounts and on terms the Lender will have made arrangements satisfactory to the LenderLender for the syndication of the Facility; (g) the Lender will be satisfied as to hedging arrangements made by the Borrower, provided that on or before December 31, 2009, Borrower shall hedge no less than 75% of the production guaranteed for the properties subject to the Xxxxxxxxx PSA and that Lender is satisfied with the resulting cash flow needed for said hedge arrangement; and (gh) payment the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrower and NiMin and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing as of the date first above written, this Agreement will terminate, the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated herein and the Borrower will forthwith pay to the Lender all fees and expenses (including legal fees) on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrowerfull indemnity basis.

Conditions Precedent to Advance. The Lender's obligations to lend Lenders’ execution and delivery of this Agreement and the money representing the principal amount making of the Loan is conditional on and Advance are subject to the satisfaction following conditions having been satisfied in the reasonable opinion of the following conditions precedentLenders on or prior to the Closing Date: (a) Each of this Agreement and the provision other Loan Documents shall have been duly authorized and executed with original counterparts thereof delivered to the Lender of a favourable opinion of Agent or its counsel. (b) The Borrower, the Borrower's legal counsel in a form acceptable Guarantors, Horizon Vessels International, Ltd. and ECH Offshore shall have delivered to the LenderLenders evidence of good standing, acting reasonablycertificates of incumbency and duly certified resolutions of their Boards of Directors and all such other corporate documentation authorizing them to enter into the transactions contemplated by this Agreement and the other Loan Documents. (c) The Lenders shall have received opinions from Jones, that Walker, Waechter, Poitevent, Carrere & Dxxxxxx, L.L.P, counsel to the Borrower and the Subsidiaries exist Guarantors, an opinion of Sxxxxxx Xxxxxx, counsel to Horizon Vessels International, Ltd., an opinion of Gxxxxxxx, Riquelme y Asociados, counsel to ECH Offshore and an opinion of Agent’s counsel, Gardere Wxxxx Xxxxxx LLP, each in form and substance satisfactory to the Lenders. (d) The representations and warranties contained in Article III of this Agreement and in each other Loan Document shall be true on the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and no Event of Default specified in Article IV hereof and no event which, with the lapse of time or the notice and lapse of time specified in Article IV hereof, would become such an Event of Default, shall have occurred and be continuing or shall have occurred at the corporate capacity to execute and deliver this Agreementcompletion of the making of the Loan, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to Lenders shall have received satisfactory certificates signed by Responsible Officers of the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security Borrower and the Inter-Lender Agreement Guarantors, as to all questions of fact involved in this condition. (e) There shall have been validly authorizedno material adverse change in the business, executed financial condition or operations of the Borrower and delivered of the Guarantors as reported in the Parent Guarantor’s September 30, 2005 consolidated financial statements and the financial guidance for calendar year 2005 as provided for in the Parent Guarantor’s October 31, 2005 press release. (f) The Lenders shall have received evidence that the person specified to act as agent for service of process for the Borrower and the Guarantors pursuant to Section 6.3 has agreed to so act. (g) The Lenders shall have received certificates of the Borrower and the Guarantors signed by an officer in charge of environmental affairs and safety as to compliance by the Borrower and the Subsidiaries Guarantors with all environmental, safety and public health laws and regulations applicable to the Borrower and the Guarantors, including without limitation of the foregoing, all other laws and regulations affecting or relating to the Vessels, in each case the noncompliance with respect which would have a Material Adverse Effect. (h) The Borrower shall have provided evidence of insurance maintained by the Borrower and Horizon Vessels International, Ltd. on the Vessels as required by the Mortgages and Article 5 of the Security Agreement and Second Lien Maritime Security Agreement, accompanied by a report of the Borrower’s insurance broker that such insurance complies with the terms of the Mortgages, the Security Agreement and Second Lien Maritime Security Agreement. (i) All actions necessary to perfect the security interests created by the U.S. Mortgage, the Vanuatu Mortgage, the Security Agreement, the ECH Offshore Security Agreement and the Accounts Receivable Security Agreements shall have been taken. (j) If GE Credit TN has consented to the execution thereof on or prior to such other matters as date, the Lender may reasonably request;Second Mortgage shall have been duly executed and delivered and all actions necessary to perfect the security interests created thereby shall have been taken, and the Second Lien Maritime Security Agreement shall have been duly executed and delivered. (bk) All orders, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations with and exemptions by any Governmental Agency or any Person (other than any routine filings which may be required after the representations and warranties date hereof with appropriate governmental authorities in connection with the operation of the Borrower under this Agreement Vessels) required to (i) authorize the execution, delivery and under all certificates given performance by the Borrower and the Subsidiaries on the Closing Date shall be true and correct; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue Guarantors of the Warrants Loan Documents to which they are parties or (ii) prevent the execution, delivery and the Extension Warrants to the Lender and the delivery performance by the Borrower and the Guarantors of the Loan Documents to which they are parties from resulting in a breach of any of the terms or conditions of, or resulting in the imposition of any lien, charge or encumbrance upon any properties of the Borrower or the Guarantors pursuant to, or constituting a default (with due notice or lapse of time or both), or resulting in an occurrence of any event for which any holder or holders of Indebtedness may declare the same due and payable under, any indenture, agreement, order, judgment or instrument under which the Borrower or the Guarantors are a party (other than the Mortgages, or the Security Agreement) or to the Lender Borrower’ knowledge after due inquiry by which the Borrower or the Guarantors or their property may be bound or affected, or under the Certificates of certificates representing Incorporation or By-Laws of the Warrants and Borrower or the Extension Warrants;Guarantors, shall have been obtained or made. (dl) The Agent shall have received a report appraising the execution and delivery Orderly Liquidation Value of the Inter-Lender Agreement Vessels prepared by all parties thereto; (e) completion of a due diligence investigation Mxxxxxx Marine Services, Inc. in form and substance satisfactory to the Lender, acting reasonably;Lenders. (fm) availability of senior debt in amounts The Agent shall have been paid the fees required under Section 1.8 and on terms all other fees, costs and expenses then due and payable by Borrower or pursuant to Section 6.7 hereof. (n) The Agent shall have received evidence satisfactory to the Lender; and (g) payment by Agent that the Borrower to Manchester Term Loans and the Lender on the Closing Date of a transaction fee equal to 5% CIT Term Loan are being satisfied and discharged with proceeds of the Loan, plus goods and services taxall liens and security interests securing such loans have been or will be released. (o) The Lenders shall have received such other documents and instruments they reasonably request necessary to consummate the transactions described in this Agreement, less any instalment of such fee previously paid by the Borrowerin each case in form and substance reasonably satisfactory to them.

Conditions Precedent to Advance. The Lender's obligations As conditions precedent to lend the money representing the principal amount Advance of the Loan is conditional on and subject to Facility by the satisfaction of the following conditions precedentLender: (a) the provision Borrower shall have executed and delivered or caused to the Lender of a favourable opinion be executed and delivered or caused to be executed and delivered: (i) all of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-documents, securities and instruments referred to in paragraph 7 above and the Lender Agreement will have completed all registrations and other filings that may be prudent or necessary to perfect the extent that each is security interest created therein; (ii) a party thereto, and that this Agreementcertified copy of its directors' resolutions authorizing the borrowing of the Facility, the Note, grant of the Warrants, the Lender's Security and the Inter-Lender execution and delivery of this Agreement have been validly authorizedand all agreements, executed documents and delivered by the Borrower and the Subsidiaries and instruments referred to herein, together with respect to such other matters as the Lender may reasonably requestan officer's certificate, certifying certain factual matters; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall contained in paragraph 9 will be true and correctcorrect in all material respects and the Borrower will have complied with all covenants required to be complied with by it in relation to this Agreement prior to the Advance under the Facility by the Lender; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue Lender shall be satisfied with its due diligence review of the Warrants and Borrower is intended use of proceeds of the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension WarrantsFacility; (d) there shall have been no adverse material change in the execution and delivery business, operations, assets or ownership of the Inter-Lender Agreement by all parties theretoBorrower, its Subsidiaries or any of their respective properties and assets since the date of this Agreement; (e) completion of a due diligence investigation satisfactory the Lender will, in its sole and absolute discretion, be satisfied as to the Lendercreditworthiness of the Borrower and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before May 7, acting reasonably; (f) availability of senior debt in amounts 2008, this Agreement will terminate, and on terms satisfactory the Lender will be under no further obligation to the Lender; and (g) payment by Borrower in connection with the Borrower to the Lender on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrowercontemplated herein.

Conditions Precedent to Advance. The Lender's obligations to lend Lender shall make the money representing the principal amount Advance on and as of the Loan is conditional first date (the “Effective Date”) on and subject to the satisfaction which all of the following conditions precedentprecedent have been satisfied: (a) the provision to the Lender Each of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist Guarantors shall have established the MS BusinesScape Account. (b) The Lender shall have received, and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Notebe satisfied with, the Lender's Security ’s BusinesScape Credit Application for S&W Dallas and the Inter-Lender Agreement Real Estate Transaction Screen with respect to the extent that each is a party theretoDallas Property. (c) The Lender shall have received, and that this Agreementbe satisfied with, a Phase I environmental site assessment of the Las Vegas Property prepared by an environmental consultant satisfactory to the Lender. (d) The Borrower shall have paid the facility fee payable pursuant to the Basic Loan Terms, as well as the other payment items set forth on the Closing Agenda. (e) The Lender shall have received, and be satisfied with, the Notedocuments and other items listed on the Closing Agenda. (f) The Lender shall have received, and be satisfied with, (i) a consent from the Warrantsholder of the First Dallas Deed of Trust to the making and recording of the Dallas Deed of Trust, (ii) evidence satisfactory to the Lender's Security Lender that S&W Dallas is not in default under the First Dallas Deed of Trust or the note secured thereby and (iii) a true and complete copy of the First Dallas Deed if Trust and any amendments thereto. (g) The following statements shall be true (and the Inter-Lender Agreement have been validly authorized, executed and delivered acceptance by the Borrower of the proceeds of the Advance shall constitute a representation and warranty by the Subsidiaries and with respect to Borrower that on the date of the Advance such other matters as the Lender may reasonably request;statements are true): (bi) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries Guarantors contained in Section 4.01 hereof and in each other Loan Document are correct on and as of the Closing Date shall be true date of the Advance, before and correct; (c) evidence of all necessary approvals of appropriate securities regulatory authorities after giving effect to the transactions contemplated in this Agreement Advance and to the issue application of the Warrants proceeds therefrom, as though made on and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender as of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties thereto; (e) completion of a due diligence investigation satisfactory to the Lendersuch date, acting reasonably; (f) availability of senior debt in amounts and on terms satisfactory to the Lender; and (gii) payment by no event has occurred and is continuing, or would result from the Advance or from the application of the proceeds therefrom, that constitutes a Default. (h) The Lender shall have received such other approvals, opinions and documents as the Lender may reasonably request. Upon satisfaction of such conditions, the Borrower hereby authorizes the Lender to insert the Effective Date (of this Agreement) on page 1 hereof, whereupon the Advance shall be made available to the Lender on Borrower in accordance with the Closing Date of a transaction fee equal to 5% of the Loan, plus goods terms and services tax, less any instalment of such fee previously paid by the Borrowerconditions hereof.

Conditions Precedent to Advance. The Lender's obligations to lend the money representing the principal amount obligation of the Loan Lender to advance the Principal to the Borrower is conditional on and subject to the satisfaction following, it being understood that these conditions precedent are for the exclusive benefit of the following conditions precedentLender: (a) the provision Borrower shall have executed and delivered this Agreement to the Lender; (b) the Borrower shall have executed and delivered a direction to pay the Principal to Xxxxx Xxxxxx Jitton; (c) the Borrower shall have executed and delivered, or have caused to be executed and delivered, to the Lender the security documents described in Sections 3.1 (collectively, the “Security”) and all Security shall have been registered in all necessary and appropriate places; (d) XXX shall have agreed to provide to the Borrower, by loan or otherwise, sufficient funds to pay urgent current debts of the Borrower, such funds to be at least CDN$168,000, and the Borrower shall provide to the Lender evidence that at least CDN$100,000 has been provided to the Borrower; (e) the Borrower shall have caused to be delivered to the Lender a certified copy of a favourable resolution of its directors approving the form and authorizing execution of this Agreement and the Security; (f) the Borrower shall have caused to be delivered to the Lender an opinion of the Borrower's legal ’s counsel addressed to the Lender and its counsel, in a form and content acceptable to the Lender, Lender acting reasonably, that ; (g) the Borrower and the Subsidiaries exist and shall have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement provided to the extent that each is Lender a party thereto, certified copy of the Borrower’s Notice of Articles and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by Articles; and (h) the Borrower and shall have delivered to the Subsidiaries and with respect to Lender such other matters information and documents as the Lender may reasonably request; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct; (c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties thereto; (e) completion of a due diligence investigation satisfactory to the Lender, acting reasonably; (f) availability of senior debt in amounts and on terms satisfactory to the Lender; and (g) payment by the Borrower to the Lender on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrower.

Conditions Precedent to Advance. The Lender's obligations obligation of each Lender to lend the money representing the principal amount of the Loan make its Advance is conditional on and subject to the satisfaction or waiver by such Lender of the following conditions precedent: (a) Administrative Agent and each Lender shall have received each of the provision following documents, duly executed, each dated as of the Closing Date (except in the case of lien searches, which shall be dated on or prior to the Lender Closing Date), in each case, in form and substance reasonably satisfactory to Administrative Agent and each Lender: (i) duly executed counterparts of the Initial Margin Loan Documentation; (ii) a certificate of Borrower, dated the Closing Date and executed by a Responsible Officer of Borrower, which shall (A) certify the authorizations of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Initial Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of Borrower authorized to sign the Margin Loan Documentation, and (C) contain attachments limited to: (x) the Organization Documents of Borrower certified by the relevant authority of the jurisdiction of organization of Borrower, and (y) if applicable, a long form good standing certificate for Borrower from its jurisdiction of organization; (iii) a certificate of a favourable Responsible Officer of Borrower in the form of Exhibit A hereto; (iv) a solvency certificate from a Responsible Officer of Borrower; (v) a favorable opinion of counsel to Borrower and Sponsors, addressed to Administrative Agent and Lenders, in form and substance reasonably satisfactory to Administrative Agent and each Lender; (vi) the results of a recent lien search in each of the jurisdictions where assets of Borrower are located, and such search shall reveal no liens on any of the assets of Borrower except for Permitted Liens; (vii) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement; (viii) the IRS Form described in Section 2.11(h)(i); (ix) evidence that Borrower has duly appointed an “Independent Director” (as defined in Borrower's ’s Organization Documents); (x) a FRB Form U-1 shall have been delivered to Administrative Agent and each Lender, completed to satisfaction of each Lender and duly executed by Borrower; and (xi) if Borrower qualifies as a “legal counsel entity customer” under the Beneficial Ownership Regulation it shall deliver to each Lender a Beneficial Ownership Certification in relation to Borrower. (b) The Collateral Accounts for the Lenders making the Commitments shall have been established, and the Shares constituting Acceptable Collateral, consisting of 16,694,265 Shares, shall have been pledged under the Security Agreement executed by Borrower in favor of each Applicable Lender on a form acceptable Pro Rata Basis free from all Transfer Restrictions and Restrictive Conditions (other than Permitted Transfer Restrictions and Permitted Restrictive Conditions) and transferred to the LenderCustodian by book-entry transfer through DTC, acting reasonablyas depositary, that and credited to the Borrower Collateral Accounts. (c) All documented fees and expenses required to be paid under the Subsidiaries exist Margin Loan Documentation on or before the Closing Date and counsel fees invoiced prior to the Closing Date, shall have been paid. (d) Each of the corporate capacity representations and warranties contained in Article 3 or in any other Margin Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to execute materiality, in which case it shall be true and deliver this Agreementcorrect in all respects) on and as of the date of the Advances, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement except to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably request; (b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date specifically refer to an earlier date, in which case they shall be true and correct; correct in all material respects as of such earlier date (c) evidence of unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrants; (d) the execution and delivery of the Inter-Lender Agreement by all parties theretorespects); (e) completion of Since Borrower’s inception, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a due diligence investigation satisfactory to the Lender, acting reasonablyMaterial Adverse Effect; (f) availability Borrower shall have delivered a Borrowing Notice to Administrative Agent and each Lender in accordance with the requirements hereof; (g) Immediately after giving effect to each of senior debt in amounts the Advances, the LTV Ratio (determined at the time such Advances are made) shall not exceed the Initial LTV Ratio; (h) No Collateral Shortfall shall exist or will exist after giving effect to each Advance and on terms satisfactory to the Lenderapplication of the proceeds therefrom; (i) No Default, Event of Default, Adjustment Determination Period or Mandatory Prepayment Event shall have occurred and be continuing, or would result from such Advances or from the application of the proceeds therefrom; (j) All types and amounts of Collateral shall be held on a Pro Rata Basis; (k) The Closing Date shall have occurred no later than August 6, 2020; and (gl) payment Each Lender shall have completed its customary know-your-customer and client on-boarding process with respect to Borrower, in each case to such Lender’s satisfaction. Any delivery by the Borrower to the Lender on the Closing Date of a transaction fee equal Borrowing Notice shall be deemed to 5% of constitute a representation and warranty by Borrower that the Loan, plus goods and services tax, less any instalment of such fee previously paid by conditions to making the BorrowerAdvances have been satisfied.