Common use of Financial Matters Clause in Contracts

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were prepared in accordance with Canadian GAAP consistently applied, and fairly present in all material respects the consolidated financial condition of Primero at the respective dates indicated and the results of operations of Primero for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant period.

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the audited (a) The consolidated balance sheetssheets of the Company and its Subsidiaries as of the last day of the fiscal year ended on January 1, audited 2000, and the last day of the fiscal quarter ended July 1, 2000, and the related consolidated statements of earnings, audited consolidated statements of shareholders equity income and audited consolidated statements of cash flows of Primero the Company and its Subsidiaries for such fiscal year and fiscal quarter (and in the case of such balance sheets and statements for such fiscal year, with reports thereon by Xxxxxx Xxxxxxxx & Co., independent public accountants), copies of which have been delivered to the Agent and each Lender prior to the execution of this Agreement, fairly present the consolidated financial position of the Company and its Subsidiaries as of the date of said balance sheets and the consolidated results of their operations for the financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated period covered by said statements of shareholders equity income and consolidated statements of cash flows of Primero flows, and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were have been prepared in accordance with Canadian GAAP consistently applied, and fairly present applied in all material respects by the consolidated financial condition of Primero at the respective dates indicated Company and the results of operations of Primero for its Subsidiaries throughout the periods covered on a consolidated basis. Except involved, except as disclosed set forth in the Primero Disclosure Letter, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolutenotes thereto. There are no material liabilities, contingent or otherwise, of the Company or any related party transactions or off-balance sheet transactions Subsidiary not reflected in the Primero Financial Statements consolidated balance sheet as of PrimeroJanuary 1, except liabilities and obligations incurred 2000 or in the ordinary notes thereto which are required to be disclosed therein. (b) Since January 1, 2000, there has been no Material Adverse Effect and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, no development which liabilities or obligations would not reasonably be expected is likely to have a Material Adverse Effect on Primero. The management Effect, except as reflected in the Company's periodic reports filed with the Securities and Exchange Commission prior to the Closing Date. (c) There is no material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitments which is not reflected in the January 1, 2000 consolidated financial statements of Primero has established the Company and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information its Subsidiaries or in the notes thereto which are required by GAAP to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized therein and reported within the time periods specified no liability reflected in such Laws. Such disclosure controls and procedures include controls and procedures designed notes is likely to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodMaterial Adverse Effect.

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the The audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 2010, and the unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements statement of cash flows of Primero and Northgate for the interim period ended March 31, 2011 (the “Primero Northgate Financial Statements”) were prepared in accordance with Canadian GAAP consistently applied, and fairly present in all material respects the consolidated financial condition of Primero Northgate at the respective dates indicated and the results of operations of Primero Northgate for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither Northgate nor any of the Primero Northgate Subsidiaries has any Liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroNorthgate for the fiscal period ended December 31, 2010 except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroNorthgate’s projects) since December 31, 2010, 2010 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroNorthgate. The reconciliation with United States Generally Accepted Accounting Principles, as included in Northgate’s annual report on Form 40-F for the year ended December 31, 2010, has been prepared in compliance with Item 17 of SEC Form 20-F. The management of Primero Northgate has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to PrimeroNorthgate’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero Northgate maintains disclosure controls and procedures (as such term is defined in Rule 13a–15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures are effective. Northgate maintains a system of internal control over financial reporting. Northgate’s system of internal control over financial reporting (as such term is defined in Rule 13a–15(f) under the 0000 Xxx) complies with the requirements of the 1934 Act Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero Northgate and Primero Northgate Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero Northgate and Primero Northgate Subsidiaries are being made only with Authorizations of management and Primero Northgate Board and Primero Northgate Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero Northgate or any of the Primero Northgate Subsidiaries that could have a material effect on PrimeroNorthgate’s Financial Statements. To Northgate’s internal control over financial reporting is effective and, to the knowledge of PrimeroNorthgate; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero Northgate that are reasonably likely to adversely affect the ability of Primero Northgate to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of PrimeroNorthgate. Since December 31, 2010, there has been no change in Northgate’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Northgate’s internal control over financial reporting. Since December 31, 2010, neither Primero Northgate nor any of the Primero Northgate Subsidiaries nor, to PrimeroNorthgate’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Northgate or any of the Primero Northgate Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Northgate or any of the Primero Northgate Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Northgate or any of the Primero Northgate Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Northgate Board. Primero Northgate has converted to IFRS for financial reporting purposes, and, to the knowledge of PrimeroNorthgate, the transition to IFRS will not result in any delay in the release of PrimeroNorthgate’s financial results for any relevant period.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Agent and each Lender copies of (i) the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries as of December 31, audited consolidated 1998, 1997, and 1996, and the related statements of earnings, audited consolidated statements of shareholders equity income and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31, 20081998, 2009 1997 and 2010 1996, together with the opinion of KPMG Peat Marwick, LLP thereon, (ii) the audited consolidated balance sheets of the Target and its Subsidiaries as of December 31, 1998, 1997 and 1996, and the related statements of income and cash flows for the fiscal years ended December 31, 1998, 1997 and 1996, together with the opinion of PricewaterhouseCoopers thereon, (iii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries as of September 30, consolidated statement of earnings, consolidated 1999 and the related statements of shareholders equity income and cash flows for the nine-month period then ended, and (iv) the unaudited consolidated and consolidating balance sheet of the Target and its Subsidiaries as of September 30, 1999 and the related consolidated and consolidating statements of income and cash flows of Primero and for the interim nine-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP, and with respect to the financial statements described in clauses (iii) and (iv) above, to normal year-end adjustments) and fairly present in all material respects accordance with GAAP (x) the consolidated financial condition of Primero at the Borrower and its Subsidiaries and of the Target and its Subsidiaries, in each case on a consolidated basis as of the respective dates indicated thereof, and (y) the results of operations of Primero for the periods covered Borrower and its Subsidiaries and of the Target and its Subsidiaries, on a consolidated basis, for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries or the Target or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that would in accordance with GAAP have been required to be disclosed or provided for in such financial statements. (b) The Borrower has heretofore furnished to the Agent and each Lender copies of (i) the Annual Statements of each of its Material Insurance Subsidiaries and the Target's Insurance Subsidiaries as of December 31, 1998, 1997 and 1996, and for the date hereoffiscal years then ended, neither Primero nor any and (ii) the Quarterly Statements of each of its Material Insurance Subsidiaries and the Primero Target's Insurance Subsidiaries has any Liability or obligation as of September 30, 1999, and for the nine-month period then ended, each as filed with the relevant Insurance Regulatory Authority. Such financial statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance with Applicable Law when filed and fairly present in accordance with SAP the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in such financial statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective financial statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, in accordance with SAP, would have been required to have been disclosed or any related party transactions or off-provided for in such financial statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects. (c) The unaudited pro forma consolidated balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities Holdings and obligations incurred in the ordinary and regular course its Subsidiaries as of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 20101999, a copy of which has heretofore been delivered to the Agent, gives pro forma effect to the consummation of the Terra Nova Acquisition, the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). Subject to stated assumptions made in good faith and having a reasonable basis set forth therein, the Pro Forma Balance Sheet presents fairly the financial condition of Holdings on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the transactions described above; provided, however, that the Agent and the Lenders recognize that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by the Pro Forma Balance Sheet may differ from the projected results and that such differences may be material. (d) The Borrower has prepared, and has heretofore furnished to the Agent a copy of, annual projected balance sheets and statements of income and cash flows of Holdings for the six-year period beginning with the year ending December 31, 1999, giving effect to the Transactions (the "Projections"). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair and reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower; provided, however, that the Agent and the Lenders recognize that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from the projected results and such differences may be material. (e) Each of the Borrower and Holdings, after giving effect to the consummation of the Transactions, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities or obligations would not (including identified contingent liabilities, valued at the amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodliabilities as they mature.

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the (i) The audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity Vitran as at and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31, 20082012, 2009 2011 and 2010 (including the notes thereto and related management’s discussion and analysis) and Vitran’s unaudited consolidated balance sheetfinancial statements as at and for the nine months ended September 30, consolidated statement of earnings, consolidated statements of shareholders equity 2013 (including the notes thereto and consolidated statements of cash flows of Primero related management’s discussion and the interim period ended March 31, 2011 (the “Primero Financial Statements”analysis) were prepared in accordance with Canadian GAAP GAAP, consistently applied, and fairly present in all material respects the consolidated financial condition of Primero Vitran at the respective dates indicated and the results of operations of Primero Vitran for the periods covered on a consolidated basis. Except as disclosed basis (subject, in the Primero Disclosure Lettercase of any unaudited interim consolidated financial statements, as to normal period-end adjustments) and reflect adequate provision for the material liabilities of the date hereof, neither Primero Vitran on a consolidated basis in accordance with GAAP. Neither Vitran nor any of the Primero Vitran Subsidiaries has any Liability liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration programwork, to give any guarantees or for Taxes other than Taxes not yet dueTaxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements consolidated financial statements of PrimeroVitran for the nine months ended September 30, 2013, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which 2012. Vitran is able to pay its liabilities or obligations would as they become due; the realizable value of the assets of Vitran is not reasonably be expected to have a Material Adverse Effect on Primero. less than the aggregate of the liabilities thereof and the stated capital of all classes of shares thereof. (ii) The management of Primero Vitran has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Vitran in its annual filings, interim filings or other reports filed filed, furnished or submitted by it under applicable securities Laws or the applicable Laws rules of the Exchanges is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls Laws and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer rules. (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions As of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010date hereof, neither Primero Vitran nor any of the Primero Vitran Subsidiaries nor, to PrimeroVitran’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Vitran or any of the Primero Vitran Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Vitran or any of the Primero Vitran Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, assertion or claim that Primero Vitran or any of the Primero Vitran Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee Audit Committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge directors of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodVitran.

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the Northgate’s audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 2010, and Northgate’s unaudited consolidated balance sheet, consolidated statement of earnings, consolidated interim financial statements of shareholders equity as at and consolidated statements of cash flows of Primero for the three and the interim period six month periods ended March 31, 2011 and June 30, 2011, respectively (the “Primero Northgate Financial Statements”) were prepared in accordance with Canadian GAAP consistently appliedapplied (other than Northgate’s unaudited interim financial statements as at and for the three and six month periods ended March 31, 2011 and June 30, 2011, respectively, which were prepared in accordance with IFRS), and fairly present in all material respects the consolidated financial condition of Primero Northgate at the respective dates indicated and the results of operations of Primero Northgate for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither Northgate nor any of the Primero Northgate Subsidiaries has any Liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroNorthgate for the fiscal period ended December 31, 2010 except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroNorthgate’s projects) since December 31, 2010, 2010 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroNorthgate. The reconciliation with United States generally accepted accounting principles, as included in Northgate’s annual report on Form 40-F for the year ended December 31, 2010, has been prepared in compliance with Item 18 of SEC Form 20-F. The management of Primero Northgate has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to PrimeroNorthgate’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero Northgate maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures are effective. Northgate maintains a system of internal control over financial reporting. Northgate’s system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) complies with the requirements of the 1934 Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero Northgate and Primero Northgate Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPGAAP or IFRS, as applicable, and that receipts and expenditures of Primero Northgate and Primero Northgate Subsidiaries are being made only with Authorizations of management and Primero the Northgate Board and Primero Northgate Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero Northgate or any of the Primero Northgate Subsidiaries that could have a material effect on PrimeroNorthgate’s Financial Statements. To Northgate’s internal control over financial reporting is effective and, to the knowledge of Primero; (D) Northgate, there are no material weaknesses in the design and implementation or maintenance of the internal controls control over financial reporting of Primero Northgate that are reasonably likely to adversely affect the ability of Primero Northgate to record, process, summarize and report financial information; and (ED) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of PrimeroNorthgate. Since December 31, 2010, there has been no change in Northgate’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Northgate’s internal control over financial reporting. Since December 31, 2010, neither Primero Northgate nor any of the Primero Northgate Subsidiaries nor, to PrimeroNorthgate’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Northgate or any of the Primero Northgate Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Northgate or any of the Primero Northgate Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Northgate or any of the Primero Northgate Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Northgate Board. Primero Northgate has converted to IFRS for financial reporting purposespurposes and the interim consolidated financial statements of Northgate for the three months ended March 31, 2011 are the first financial statements Northgate prepared using IFRS, and, to the knowledge of PrimeroNorthgate, the transition to IFRS has not resulted, and will not result result, in any delay in the release of PrimeroNorthgate’s financial results for any relevant period.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries, audited consolidated for the 2009 and 2008 fiscal years, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity stockholders’ equity, comprehensive income and audited consolidated statements of cash flows of Primero for the fiscal years then ended, together with the opinions of Ernst & Young LLP thereon. Such financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were have been prepared in accordance with Canadian GAAP consistently applied, and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Borrower and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries prepared on an annual basis through the end of fiscal year 2013, giving effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing and the consummation of the other transactions contemplated hereby (the “Projections”). In the good faith opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (c) After giving effect to the consummation of the transactions contemplated hereby, each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (d) Since December 31, 2009, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and a “material weakness” (Cas defined in statement on Auditing Standards No. 60) provide reasonable assurance regarding prevention in, or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any in each case as described in Section 404 of the Primero Subsidiaries norXxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto, in each case that could reasonably be expected to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative have a Material Adverse Effect. (e) Neither (i) the board of Primero or any directors of the Primero Subsidiaries has received Borrower, a committee thereof or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any an authorized officer of the Primero Subsidiaries or their respective internal accounting controls, including Borrower has concluded that any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Administrative Agent should no longer be relied upon because of an error, nor (ii) has the Borrower been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries, audited consolidated for the 2008 and 2007 fiscal years, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity stockholders’ equity, comprehensive income and audited consolidated statements of cash flows of Primero for the fiscal years then ended, together with the opinions of Ernst & Young LLP thereon. Such financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were have been prepared in accordance with Canadian GAAP consistently applied, and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Borrower and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries prepared on an annual basis through the end of fiscal year 2012, giving effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing and the consummation of the other transactions contemplated hereby (the “Projections”). In the good faith opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (c) After giving effect to the consummation of the transactions contemplated hereby, each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (d) Since December 31, 2008, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and a “material weakness” (Cas defined in statement on Auditing Standards No. 60) provide reasonable assurance regarding prevention in, or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any in each case as described in Section 404 of the Primero Subsidiaries norXxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto, in each case that could reasonably be expected to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative have a Material Adverse Effect. (e) Neither (i) the board of Primero or any directors of the Primero Subsidiaries has received Borrower, a committee thereof or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any an authorized officer of the Primero Subsidiaries or their respective internal accounting controls, including Borrower has concluded that any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Administrative Agent should no longer be relied upon because of an error, nor (ii) has the Borrower been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except AuRico’s audited financial statements as disclosed in the Primero Disclosure Letter, the audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity at and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 2010, and AuRico’s unaudited consolidated balance sheet, consolidated statement of earnings, consolidated interim financial statements of shareholders equity as at and consolidated statements of cash flows of Primero for the three and the interim period six month periods ended March 31, 2011 and June 30, 2011, respectively (the “Primero AuRico Financial Statements”) were prepared in accordance with Canadian GAAP consistently appliedapplied (other than AuRico’s unaudited interim financial statements as at and for the three and six month periods ended March 31, 2011 and June 30, 2011, respectively, which were prepared in accordance with IFRS), and fairly present in all material respects the consolidated financial condition of Primero AuRico at the respective dates indicated and the results of operations of Primero AuRico for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither AuRico nor any of the Primero AuRico Subsidiaries has any Liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroAuRico for the fiscal period ended December 31, 2010 except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroAuRico’s projects) since December 31, 2010, 2010 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroAuRico. The reconciliation with United States generally accepted accounting principles, as included in AuRico’s annual report on Form 40-F for the year ended December 31, 2010, has been prepared in compliance with Item 18 of SEC Form 20-F. The management of Primero AuRico has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero AuRico in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero AuRico in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to PrimeroAuRico’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero AuRico maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures are effective. AuRico maintains a system of internal control over financial reporting. AuRico’s system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) complies with the requirements of the 1934 Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP or IFRS and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero AuRico and Primero AuRico Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPGAAP or IFRS, as applicable, and that receipts and expenditures of Primero AuRico and Primero AuRico Subsidiaries are being made only with Authorizations of management and Primero the AuRico Board and Primero AuRico Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero AuRico or any of the Primero AuRico Subsidiaries that could have a material effect on PrimeroAuRico’s Financial Statements. To AuRico’s internal control over financial reporting is effective and, to the knowledge of Primero; (D) AuRico there are no material weaknesses in the design and implementation or maintenance of the internal controls control over financial reporting of Primero AuRico that are reasonably likely to adversely affect the ability of Primero AuRico to record, process, summarize and report financial information; and (ED) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of PrimeroAuRico. Since December 31, 2010, there has been no change in AuRico’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, AuRico’s internal control over financial reporting. Since December 31, 2010, neither Primero AuRico nor any of the Primero AuRico Subsidiaries nor, to PrimeroAuRico’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero AuRico or any of the Primero AuRico Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero AuRico or any of the Primero AuRico Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero AuRico or any of the Primero AuRico Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero AuRico Board. Primero AuRico has converted to IFRS for financial reporting purposespurposes and the interim consolidated financial statements of AuRico for the three months ended March 31, 2011 are the first financial statements AuRico prepared using IFRS, and, to the knowledge of PrimeroAuRico, the transition to IFRS has not resulted, and will not result result, in any delay in the release of PrimeroAuRico’s financial results for any relevant period.

Financial Matters. (a) Set forth on Schedule 3.7(a) are the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheet of Seller as of December 31, 2015, and the related audited consolidated income statement and statement of cash flows of Seller for the year then ended; and (ii) the unaudited balance sheet of Seller as of November 30, 2016, and the related unaudited income statement and statement of cash flows of Seller for the 11 month period then ended (the “Interim Financial Statements”). (b) Except as disclosed in the Primero Disclosure LetterSchedule 3.7(b), the audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 Financial Statements (the “Primero Financial Statements”i) were have been prepared in accordance with Canadian GAAP consistently appliedapplied on a consistent basis throughout the periods covered thereby (except to the extent disclosed therein or required by changes in GAAP), subject, (A) in the case of the Interim Financial Statements, to normal, recurring year-end and quarterly adjustments and the absence of footnote disclosures required by GAAP and (ii) fairly present in all material respects the consolidated financial condition and results of Primero operations of the Company at the respective dates indicated and the results of operations of Primero for the respective periods covered on a consolidated basis. Except as disclosed in described above. (c) Since November 30, 2016, the Primero Disclosure Letter, as Company has not incurred any obligation or liability of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation type (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-) that would be required under GAAP to be reflected on a consolidated balance sheet transactions not reflected of the Company prepared in accordance with GAAP applied on a basis consistent with the balance sheet as of November 30, 2016 included in the Primero Interim Financial Statements of PrimeroStatements, except other than any such liabilities and or obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance consistent with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions past practice of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero Company that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management either individually or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31aggregate, 2010, neither Primero nor any or as described on Schedule 3.7(c). (d) The accounts and notes receivable of the Primero Subsidiaries norCompany, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative have arisen from bona fide sales transactions in the ordinary course of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, business consistent with past practice and, to the knowledge Knowledge of PrimeroSeller, are legal, valid and binding obligations of the transition to IFRS will not result in any delay in the release of Primero’s financial results respective debtors. No written request for any relevant perioddeduction or discount has been made or, to the Knowledge of Seller, has been threatened with respect to any accounts or notes receivable of the Company. To the Knowledge of Seller, no Person has any Lien on, or valid set-off or counterclaim against any accounts or notes receivable of the Company.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Lender copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20081998, 2009 1997, and 2010 1996, and the related statements of income, stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries as of June 30, consolidated statement of earnings1999, consolidated and the related statements of shareholders income, stockholders' equity and consolidated statements of cash flows of Primero and for the interim nine-month period ended March 31then ended. Except as set forth in Schedule 4.11(a) attached hereto, 2011 (the “Primero Financial Statements”) were such financial statements have been prepared in accordance with Canadian GAAP consistently appliedGenerally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has heretofore furnished to the Lender copies of the Annual Statements of each of the Insurance Subsidiaries as of December 31, 1998, 1997, 1996 and 1995, and for the date hereoffiscal years then ended, neither Primero nor any of each as filed with the Primero Subsidiaries has any Liability or obligation relevant Insurance Regulatory Authority (collectively, the "Historical Statutory Statements"). Except as set forth in Schedule 4.11(b) attached hereto, the Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Principles (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or any related party transactions or off-balance sheet transactions not reflected provided for in the Primero Financial Statements such Historical Statutory Statements. All books of Primeroaccount of each Insurance Subsidiary fully and fairly disclose all of its material transactions, except properties, assets, investments, liabilities and obligations incurred obligations, are in its possession and are true, correct and complete in all material respects. (c) Each of the ordinary Borrower and regular course its Subsidiaries, after giving effect to the consummation of business the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (A) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (B) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPwill not intend to, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodbelieve that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Lender (i) the audited consolidated financial statements (including balance sheets, audited consolidated statements of earningsincome, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows and statements of Primero for stockholders’ equity) of the financial years ended Borrower and its Subsidiaries as at December 31, 20082005, 2009 2006 and 2010 2007, and for the Fiscal Years then ended, and (ii) the unaudited consolidated balance sheet, consolidated statement of earnings, consolidated financial statements of shareholders equity the Borrower and consolidated statements its Subsidiaries as of cash flows of Primero June 30, 2008 and for the interim period six (6) months then ended March 31(collectively, 2011 (the “Primero Financial Statements”). (b) were The Financial Statements (i) have been prepared in accordance with Canadian GAAP consistently appliedon a consistent basis for all periods (subject, in the case of the unaudited Financial Statements, to the absence of full footnote disclosures, and fairly present to normal non-material audit adjustments), (ii) are complete and correct in all material respects respects, (iii) fairly present the consolidated financial condition of Primero at the respective dates indicated Borrower and its Subsidiaries as of said dates, and the results of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of Primero the Borrower’s and its Subsidiaries’ consolidated financial condition and results of operations as of the dates of and for the periods covered on a consolidated basis. Except as disclosed by such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the Primero Disclosure Letter, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation various assets and liabilities (including, without limitation, Liabilities deferred revenues) of the Borrower and its Subsidiaries, fixed or contingent, and the results of their operations and transactions in their accounts, as of the dates and for the periods referred to therein. (c) Except as set forth in Schedule 3.01(c) of the Disclosure Schedule, neither the Borrower nor any Subsidiary has any liabilities, obligations to fund or commitments of any operations kind or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due)nature whatsoever, whether absolute, accrued, absolute, contingent or otherwiseotherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or any related party transactions or off-balance sheet transactions not reflected compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Primero Financial Statements of Primeroor footnotes thereto, except liabilities (ii) Liabilities and obligations Contingencies incurred in the ordinary and regular course of business and consistent with past practice since the date of the most recent Financial Statements, or (including iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the balance sheet included in the most recent Financial Statements are appropriate and reasonable. Neither the Borrower nor any Subsidiary has any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth in Schedule 3.01 of the Disclosure Schedule. (d) Since the date of the most recent Financial Statements, except as set forth in Schedule 3.01(d) of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, reserves, business, management, operations or prospects of the Borrower and its Subsidiaries (taken as a whole), including, without limitation, the following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower or any Subsidiary; (ii) there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, accounts receivable or other receivables of, the Borrower or any Subsidiary other than write-offs of accounts receivable reserved in full as of the date of the most recent financial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Subsidiary, except to the extent that same have been disclosed to the Lender in writing and would not, individually or in the aggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived, and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Subsidiary except in the ordinary course of business and consistent with past practice; (iv) there has been no change in any method of operatingaccounting or accounting practice utilized by the Borrower or any Subsidiary; (v) no material casualty, developingloss or damage has been suffered by the Borrower or any Subsidiary, constructing and exploring Primero’s projectsregardless of whether such casualty, loss or damage is or was covered by insurance; (vi) since December 31Any announced changes in the policies or practices of any customer, 2010, supplier or referral source which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. Effect; (vii) Any incurrence of (A) any liability or obligation outside of the ordinary course of business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by the Company to or in respect of any equity securities of the Company; and (ix) No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Subsidiary. (e) The management Borrower has in place adequate systems of Primero has established internal controls and maintained a system of disclosure controls and procedures designed sufficient to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes i) transactions are executed in accordance with Canadian GAAP and includes policies and procedures that: management’s general or specific authorizations, (Aii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPGAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and that receipts (v) the Borrower and expenditures of Primero its management are able to obtain timely and Primero Subsidiaries are being made only with Authorizations of management accurate information regarding the Business Operations and Primero Board all material transactions relating to the Borrower and Primero its Subsidiaries; and no material deficiency exists with respect to the Borrower’s systems of internal controls. (Cf) provide reasonable assurance regarding prevention or timely detection Schedule 3.01(f) of unauthorized acquisitionthe Disclosure Schedule sets forth a pro forma consolidated balance sheet of the Borrower and its Subsidiaries (including the Target) as of June 30, use or disposition 2008 but giving pro forma effect to the consummation of the transactions contemplated by the Acquisition Agreement (in accordance with the terms thereof), the Loan(s) to be made on the Closing Date, the repayment of the Indebtedness owed to the Existing Lenders, and the other transactions contemplated by this Agreement. Such pro forma balance sheet has been prepared by the Borrower in reliance, in part, on the financial statements of the Target (which are believed by the Borrower to be accurate in all material respects) and represents the Borrower’s best good faith estimate of the assets of Primero or any and liabilities of the Primero Company and its Subsidiaries after giving effect to the aforedescribed transactions. (g) Schedule 3.01(g) of the Disclosure Schedule sets forth a true and complete list of all undisputed and all disputed accounts payable (itemized by creditor, dollar amount and original due date) of the Borrower and its Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; are more than ninety (D90) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any days past due as of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative date of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodthis Agreement.

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the Alamos’s audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity as at and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082014, 2009 2013 and 2010 unaudited consolidated balance sheet2012, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Alamos Financial Statements”) were prepared in accordance with Canadian GAAP consistently appliedIFRS and present fairly, and fairly present in all material respects respects, the consolidated financial condition position of Primero Alamos at the respective dates indicated indicated, and the results of operations of Primero its consolidated financial performance and its consolidated cash flows for the periods covered on a consolidated basisyears then ended. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither Alamos nor any of the Primero Alamos Subsidiaries has any Liability or obligation (including, without limitation, Liabilities including liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroAlamos for the fiscal period ended December 31, 2014 except liabilities (i) Liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroAlamos’s projects) since December 31, 2010, 2014 which liabilities Liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroAlamos and (ii) Liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Alamos’s projects) that are not required to be set forth in the consolidated financial statements of Alamos for the fiscal period ended December 31, 2014 under IFRS. The management of Primero has established and maintained Alamos maintains a system of disclosure controls and procedures designed (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators (“NI 52-109”)) to provide reasonable assurance that (i) material information relating to Alamos is made known to Alamos’s management, including its chief financial officer and chief executive officer, particularly during the periods in which Alamos’s interim filings and annual filings (as such terms are defined in NI 52-109) are being prepared; and (ii) information required to be disclosed by Primero Alamos in its annual filings, interim filings or other reports filed or submitted by it under the applicable securities Laws is are recorded, processed, summarized and reported within the time periods specified in such applicable securities Laws. Such Alamos maintains disclosure controls and procedures include (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosureare effective. Primero Alamos maintains a system of internal control over financial reporting. Alamos’s system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) complies with the requirements of the 1934 Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance IFRS. Alamos maintains a system of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of Primerofinancial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Since December 31, 20102014, there has been no change in Alamos’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect, Alamos’s internal control over financial reporting. Since December 31, 2014, neither Primero Alamos nor any of the Primero Alamos Subsidiaries nor, to PrimeroAlamos’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Alamos or any of the Primero Alamos Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Alamos or any of the Primero Alamos Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Alamos or any of the Primero Alamos Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Alamos Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant period.

Financial Matters. Except as disclosed in (a) Section 5.5(a) of the Primero Disclosure LetterSchedule contains an accurate and correct copy of the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheetssheets of the Company (the “Balance Sheet”) as of December 31 of each of 2012 and 2011, audited consolidated and the related statements of earnings, audited consolidated statements of shareholders equity income and audited consolidated statements of cash flows of Primero the Company for the financial years ended December 31, 2008, 2009 31 of each of 2012 and 2010 2011; and (ii) the unaudited consolidated balance sheetsheet of the Company as of December 31, consolidated statement of earnings, consolidated 2013 and the related statements of shareholders equity income and consolidated statements of retained earnings and cash flows for the twelve (12) month period then ended and (iii) the unaudited consolidated balance sheet of Primero and the interim period ended March 31, 2011 Company as of (the “Primero Financial StatementsInterim Balance Sheet”) were April 30, 2014 (the “Interim Balance Sheet Date”), and the related statements of income and retained earnings and cash flows for the four (4) month period, then ended. The Financial Statements are accurate and complete in all material respects and, except for the Interim Balance Sheet, have been prepared in accordance with Canadian GAAP consistently appliedGAAP, applied on a basis consistent with prior periods. The Interim Balance Sheet has been prepared in accordance with the Company’s historic accounting policies and practices. The Financial Statements fairly present the financial condition and results of operations of the Company on a consolidated basis as of the dates and during the periods indicated therein, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments that are neither individually nor in the aggregate material in amount. The Company maintains a standard system of accounting established and administered in accordance with GAAP, applied on a basis consistent with prior periods. (b) Since the Interim Balance Sheet Date, other than liabilities for Seller Transaction Expenses, all accounts payable of the each of the Company Entities have been incurred in all material respects in the consolidated financial condition Ordinary Course of Primero at the respective dates indicated Business and the results Company has paid their respective accounts payable in a consistent and timely manner and have not altered any of operations their respective practices, policies or procedures in paying its accounts payable. No instance occurred since the Interim Balance Sheet Date where the Company took any action with regard to any account payable outside of Primero the Ordinary Course of Business. Section 5.5(b) of the Disclosure Schedule sets forth an accurate and complete aging of all accounts payable of the each of the Company Entities as of April 30, 2014. (c) All accounts receivable the Company reflected in the Interim Balance Sheet, and all accounts receivable of the Company that have arisen since the Interim Balance Sheet Date (except such accounts receivable as have been collected since such date) arose in the Ordinary Course of Business and are valid and enforceable claims, except, with respect to third parties, as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency, or other laws affecting creditors’ rights generally or by general principles of equity and subject to negotiated discounts, contractual allowances and reserves for bad debt allowances in accordance with GAAP. To the Knowledge of Sellers, such accounts receivable are subject to no valid defense, offset or counterclaim. Such accounts receivable are fully collectible, except to the extent of the contractual allowance and the allowance for doubtful accounts, which allowances are consistent in amount with the Company’s past account write-offs incurred in the Ordinary Course of Business. Section 5.5(c) of the Disclosure Schedule contains an accurate and complete aging of all accounts receivable of the Company as of April 30, 2014. (d) Section 5.5(d) of the Disclosure Schedule accurately and completely identifies all unreturned security deposits and other deposits made by, or held by any Person for the periods covered on a consolidated basis. Except as disclosed benefit of, the Company (including with third party financing sources). (e) The Company has accurately accrued in the Primero Financial Statements for all employee and management bonuses, commissions and incentive compensation of the Company other than those that constitute Seller Transaction Expenses. Section 5.5(e) of the Disclosure LetterSchedule sets forth an accurate and complete accrual of all bonuses, commissions and other incentive compensation owed to current and former employees and management of the Company Entities as of the date hereof, neither Primero nor any of this Agreement. (f) Except as set forth on Section 5.5(f) of the Primero Subsidiaries Disclosure Schedule, no Company Entity has any Liability or obligation Indebtedness. (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or g) Section 5.5(g) of the Disclosure Schedule sets forth an accurate and complete list of all “off-balance sheet transactions not reflected arrangements” (as defined in Item 303(c) of Regulation S-K promulgated by the Securities and Exchange Commission) effected by each of the Company Entities, if any. (h) Each Company Entity maintains accurate and complete books (including books of account) and records reflecting its assets and Liabilities and maintains (when compared to similarly situated companies to the Company Entities in the Primero Financial Statements same line of Primero, except liabilities business) proper and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, adequate internal accounting controls which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Ai) pertain to the maintenance reporting of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the such Company Entity’s assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance is compared with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiariesexisting assets at regular intervals; and (Cii) provide reasonable assurance regarding prevention or accounts, notes and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodbasis.

Financial Matters. Except as disclosed in (a) The Parent has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheetssheets of the Parent and its Subsidiaries, audited consolidated for the 2008 and 2007 fiscal years, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity stockholders’ equity, comprehensive income and audited consolidated statements of cash flows of Primero for the fiscal years then ended, together with the opinions of Ernst & Young LLP thereon. Such financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were have been prepared in accordance with Canadian GAAP consistently applied, and present fairly present in all material respects the consolidated financial condition of Primero at the Parent and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Parent and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Parent has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Parent and its Subsidiaries prepared on an annual basis through the end of fiscal year 2012, giving effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing and the consummation of the other transactions contemplated hereby (the “Projections”). In the good faith opinion of management of the Parent, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Parent, are complete and represent a reasonable estimate of the future performance and financial condition of the Parent and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (c) After giving effect to the consummation of the transactions contemplated hereby, each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (d) Since December 31, 2008, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and a “material weakness” (Cas defined in statement on Auditing Standards No. 60) provide reasonable assurance regarding prevention in, or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Parent’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any in each case as described in Section 404 of the Primero Subsidiaries norXxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto, in each case that could reasonably be expected to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative have a Material Adverse Effect. (e) Neither (i) the board of Primero or any directors of the Primero Subsidiaries has received Parent, a committee thereof or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any an authorized officer of the Primero Subsidiaries or their respective internal accounting controls, including Parent has concluded that any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Administrative Agent should no longer be relied upon because of an error, nor (ii) has the Parent been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except The Statutory Accounts 2.1 The Statutory Accounts give a true and fair view of the state of affairs of the Target Company and/or Target Companies to which they relate, and its or their assets and liabilities as disclosed in at the Primero Disclosure Letter, Last Accounts Date and of the audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero results thereof for the financial year ended on the Last Accounts Date and: (a) the Statutory Accounts of the Target Companies for each of the last 3 financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and on the interim period ended March 31, 2011 (the “Primero Financial Statements”) Last Accounts Date were prepared in accordance with Canadian GAAP consistently applied, and fairly present in the requirements of all material respects the consolidated financial condition of Primero at the respective dates indicated relevant laws and the results of operations of Primero relevant generally accepted accounting principles then in force (being IFRS for the periods covered Company’s relevant consolidated Statutory Accounts) as applied by the Target Companies (in accordance with those generally accepted accounting principles); (b) the Statutory Accounts of the Target Companies for each of the 3 financial years ended on a the Last Accounts Date either make appropriate provision for or disclose in accordance with the relevant generally accepted accounting principles then in force (being IFRS for the Company’s relevant consolidated basis. Except Statutory Accounts) as applied by the Target Companies (in accordance with those generally accepted accounting principles) all liabilities (whether actual, contingent or disputed and including finance lease commitments, pension liabilities and dilapidations liabilities), all outstanding capital commitments and all bad or doubtful debts of the Target Company or Target Companies to which they relate; (c) the results shown by the Statutory Accounts of the Target Companies for each of the 3 financial years ended on the Last Accounts Date were not, except as disclosed in the Primero Disclosure Lettersuch Statutory Accounts, as affected by any extraordinary or exceptional item or by any other factor rendering such results for all or any of those periods unusually high or low. 2.2 The Management Reports of the date hereofTarget Group for all periods ended after 31 December 2013 to which they relate were prepared on a basis consistent with the preparation of the Statutory Accounts for the Company. 2.3 Since the Last Accounts Date: (a) there has been no EE Material Adverse Change; (b) each Target Company has carried on business in the ordinary and usual course, neither Primero nor and no Target Company has made or agreed to make any material payment other than routine payments in the ordinary and usual course of trading; (c) no Target Company has entered into, terminated or made any material amendment to any contract having a value or involving or likely to involve expenditure in excess of £50 million in aggregate or £10 million per annum and which would require approval of the board of the Company in accordance with its policies and procedures; (d) no Target Company has acquired or disposed of any individual material asset involving consideration, expenditure or liabilities in excess of £20 million (exclusive of VAT); and (e) no Target Company has borrowed or incurred any indebtedness in the nature of borrowings of £20,000,000 or more (other than borrowings from another Target Company), or has made any loan (other than the granting of trade credit in the ordinary course of business) of £20,000,000 or more to any person (other than another Target Company). 2.4 There are no actual or contingent material liabilities of any of the Primero Subsidiaries has any Liability Target Companies except for (i) liabilities disclosed or obligation (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or provided for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except Last Accounts (ii) liabilities and obligations incurred in the ordinary and regular usual course of business (including since the business of operatingLast Accounts Date which, developingtaken together, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would do not reasonably be expected to have a result in an EE Material Adverse Effect on Primero. The management Change or (iii) liabilities disclosed elsewhere in this Agreement. 2.5 So far as the Seller is aware, the statutory books, books of Primero has established account and maintained a system other records of disclosure controls and procedures designed to provide reasonable assurance that information each Target Company required to be disclosed kept by Primero applicable law or regulation in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized any relevant jurisdiction are up to date and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been maintained in accordance with Canadian GAAP those laws. All such statutory books, books of account and includes policies other records are in the possession or under the control of a Target Company. 2.6 So far as the Seller is aware, the Vendor Assist Report contained in section 4.7.1 and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions section 4.7.2 of the assets data room hosted by Intralinks entitled “Project Bird – Additional Data” , having regard for the purpose for which they were prepared, are not when taken as a whole (excluding any statements of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPexpectation, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management opinion or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant forward looking statements) misleading or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result inaccurate in any delay in the release of Primero’s financial results for any relevant period.material respects

Financial Matters. Except as disclosed in (a) Parent or Seller has delivered to Buyer true, correct and complete copies of (i) the Primero Disclosure Letter, the audited consolidated unaudited balance sheets, audited as of March 31, 2009 of the Acquired Companies and their Subsidiaries (the “Latest Balance Sheets”) and the unaudited consolidated statements of earnings, audited consolidated statements income of shareholders equity the Acquired Companies and audited consolidated statements of cash flows of Primero their Subsidiaries for the financial years three-month period then ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated (such statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero income and the interim period ended March 31, 2011 (Latest Balance Sheet being hereinafter referred to as the “Primero Latest Financial Statements”) were prepared and (ii) the unaudited balance sheets as of December 31st of each of 2008, 2007 and 2006 of the Acquired Companies and the unaudited consolidated statements of income of the Acquired Companies for each of the fiscal years then ended (collectively, the “Annual Financial Statements”). The Latest Financial Statements and the Annual Financial Statements are based upon the information contained in accordance with Canadian GAAP consistently appliedthe books and records of Parent, Seller and the Acquired Companies and fairly present in all material respects the consolidated financial position of the Acquired Companies as of the dates thereof and results of operations for the periods referred to therein. Except as set forth on Section 2.19(a) of the Seller Disclosure Schedule, (i) the Annual Financial Statements have been prepared in accordance with GAAP applicable to unaudited annual financial statements, consistently applied in accordance with Parent’s historical practices insofar as such practices are consistent with GAAP; and (ii) the Latest Financial Statements have been prepared in accordance with GAAP applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), consistent with the Annual Financial Statements, and reflect all adjustments necessary to a fair statement in all material respects of the financial condition and results of Primero at operations for the respective dates indicated interim periods presented. (b) Except as set forth on Section 2.19(b) of the Seller Disclosure Schedule, Parent or Seller has delivered to Buyer the following statutory financial statements, including all notes, exhibits, schedules and certifications, of each Insurance Subsidiary which are required to be filed with applicable regulatory authorities (the “Statutory Statements”): (i) the quarterly Statutory Statement for the quarter ended March 31, 2009, as filed with applicable regulatory authorities, and (ii) the annual Statutory Statements for each of the years ended December 31, 2008, 2007, and 2006 as filed with the applicable regulatory authorities. The Statutory Statements (A) fairly present in all material respects the financial position of each Insurance Subsidiary and the results of its operations of Primero for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereofdates thereof and periods then ended, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation and (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projectsB) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes were prepared in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to applicable accounting principles prescribed or permitted at the maintenance date of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of such financial statements by the applicable regulatory authority, consistently applied in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; all material respects and (C) provide reasonable assurance regarding prevention were timely filed with the applicable regulatory authority in which they were required to be filed. (c) Complete and correct copies of all material reports submitted by or timely detection on behalf of unauthorized acquisitionany Insurance Subsidiary to any Governmental Entity relating to risk-based capital calculations in the two-year period ending on the Effective Date have been provided to Buyer prior to the Effective Date. The Acquired Companies are not required, use under applicable Law, to submit any analyses, reports or disposition other data relating to Insurance Regulatory Information Systems to any Governmental Entity or the NAIC. (d) The reserves and other liability amounts with respect to the Client Contracts and Reinsurance Agreements to which the Acquired Companies or their Subsidiaries is a party (each, an “Insurance Contract”) established or reflected in the Statutory Statements were determined in accordance with generally accepted actuarial standards consistently applied, were based on actuarial assumptions in accordance with those called for in the provisions of the assets related Insurance Contracts, were determined in accordance with the requirements of Primero or any of all applicable Laws, were determined in accordance with statutory accounting principles, consistently applied in accordance with the Primero Subsidiaries that could have a material effect on PrimeroCompany’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing historical practices, procedures, methodologies or methods and are computed on the basis of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodassumptions consistently applied.

Financial Matters. Except as disclosed in (a) The Company has heretofore furnished to the Primero Disclosure Letter, Investors copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Company and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082005, 2009 2004 and 2010 2003, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Hacker, Xxxxxxx & Xxxxx, P.A., certified public accountants, thereon, and (ii) the unaudited consolidated balance sheetsheet of the Company and its Subsidiaries as of June 30, consolidated statement of earnings2006, consolidated and the related statements of shareholders equity and consolidated statements of income, cash flows of Primero and stockholders’ equity for the interim six-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the financial condition of the Company and its Subsidiaries on a consolidated basis as of the respective dates thereof and the results of operations of the Company and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Company and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Pro Forma Balance Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation of the purchase and issuance of the Notes under this Agreement, the payment of transaction fees and expenses related to the foregoing and the consummation of the other Transactions, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared in accordance with the requirements of Regulation S-X under the Exchange Act and, based on stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly in all material respects the consolidated financial condition of Primero at the respective dates indicated Company and the results of operations of Primero for the periods covered its Subsidiaries on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, an unaudited Pro Forma Basis as of the date hereof, neither Primero nor any set forth therein after giving effect to the consummation of the Primero Subsidiaries transactions described above. (c) After giving effect to the consummation of the Transactions, each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses liabilities as they mature in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodordinary course.

Financial Matters. Except as disclosed in (i) The Company has heretofore furnished to the Primero Disclosure Letter, holder of Notes copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Company and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082019, 2009 and 2010 the related statements of income, cash flows and shareholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the internal, unaudited consolidated balance sheet, consolidated statement sheet of earnings, consolidated statements the Company and its Subsidiaries as of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 2020, and the related statements of income, cash flows and shareholders’ equity for the three (the “Primero Financial Statements”3) were month period then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Company and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Company and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Letter, most recent financial statements referred to above and the notes thereto as of the date hereofof this Agreement, neither Primero nor there are no material liabilities or obligations with respect to the Company or any of the Primero its Subsidiaries has of any Liability or obligation nature whatsoever (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwiseotherwise and whether or not due). (ii) Each of the Company and its Subsidiaries, or any related party after giving effect to the consummation of the transactions or off-balance sheet transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not reflected in less than the Primero Financial Statements amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses liabilities as they mature in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodordinary course.

Financial Matters. Except as disclosed in (a) The Borrowers have heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheetssheets of the Parent and its Subsidiaries as of April 30, audited consolidated 2004 and 2003, in each case with the related statements of earnings, audited consolidated statements of shareholders equity income and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31then ended, 2008together with the opinion of Deloitte & Touche LLP thereon, 2009 and 2010 (ii) the unaudited consolidated balance sheetsheet of the Parent and its Subsidiaries as of January 31, consolidated statement of earnings2005, consolidated and the related statements of shareholders equity income and consolidated statements of cash flows of Primero and for the interim nine-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the respective dates thereof and the results of operations of the Parent and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Pro Forma Balance Sheet gives pro forma effect to the consummation of the repayment of the Existing Senior Credit Facilities, repayment of the Bridge Credit Facility and repayment of the Senior Unsecured Notes, the initial extensions of credit made under this Agreement and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared in accordance with the requirements of Regulation S-X under the Exchange Act and, based on stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly in all material respects the consolidated financial condition of Primero at the respective dates indicated Parent and the results of operations of Primero for the periods covered its Subsidiaries on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, an unaudited Pro Forma Basis as of the date hereof, neither Primero nor any set forth therein after giving effect to the consummation of the Primero transactions described above. (c) The Borrowers have prepared, and have heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Parent and its Subsidiaries has any Liability or obligation (includingconsisting of balance sheets and statements of income and cash flows prepared by the Borrowers as of the last day of the fiscal quarter most recently ended prior to Closing and then on a quarterly basis for the first four fiscal quarters following Closing and thereafter on an annual basis) through the end of fiscal year 2010, without limitationgiving effect to the repayment of the Existing Senior Credit Facilities, Liabilities or obligations the Bridge Credit Facility and the Senior Unsecured Notes, the initial extensions of credit made under this Agreement and the payment of transaction fees and expenses related to fund any operations or work or exploration programthe foregoing (the “Projections”). In the good faith opinion of management of the Borrowers, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected the assumptions used in the Primero Financial Statements preparation of Primerothe Projections were fair, except complete and reasonable when made and continue to be fair, complete and reasonable as of the Closing Date. The Projections have been prepared in good faith by the executive and financial personnel of the Borrowers, are complete and represent a reasonable estimate of the future performance and financial condition of the Parent and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections, it being understood that there can be no assurance that the results therein will be achieved. (d) Both before and after giving effect to the making of the initial loans hereunder, each Credit Party (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses liabilities as they mature in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodordinary course.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082014, 2009 and 2010 the related statements of income, cash flows and shareholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries as of September 30, consolidated statement of earnings2015, consolidated and the related statements of shareholders equity and consolidated statements of income, cash flows of Primero and shareholders’ equity for the interim nine (9)-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Letter, most recent financial statements referred to above and the notes thereto as of the date hereofRestatement Effective Date, neither Primero nor there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has prepared, and has heretofore furnished to the Primero Subsidiaries has any Liability or obligation Administrative Agent a copy of, annual projections of the Borrower for the five (5)-year period beginning with the year ending December 31, 2015, giving effect to the initial extensions of credit made under this Agreement, including, without limitation, Liabilities or obligations the assumption of the Existing Letters of Credit under this Agreement, and the payment of transaction fees and expenses related to fund any operations or work or exploration programthe foregoing (the “Projections”). In the opinion of management of the Borrower, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected the assumptions used in the Primero Financial Statements preparation of Primerothe Projections were fair, except complete and reasonable when made and continue to be fair, complete and reasonable as of the Restatement Effective Date. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete as of the Restatement Effective Date and represent as of the Restatement Effective Date a reasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in any projections. (c) Each of the Borrower and its Subsidiaries, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses liabilities as they mature in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodordinary course.

Financial Matters. Except as disclosed in (a) Vesta has heretofore furnished to the Primero Disclosure Letter, Lender copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements Vesta and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082000, 2009 1999, and 2010 unaudited consolidated balance sheet1998, consolidated statement of earnings, consolidated and the related statements of shareholders income, stockholders' equity and consolidated statements of cash flows of Primero and for the interim period ended March 31fiscal years then ended, 2011 (together with the “Primero Financial Statements”opinion thereon or PricewaterhouseCoopers. Except as set forth in Schedule 4.11(a) were attached hereto, such financial statements have been prepared in accordance with Canadian GAAP consistently appliedGenerally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at Vesta and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero Vesta and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to Vesta or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Vesta has heretofore furnished to the Lender copies of the Annual Statements of each of the Insurance Subsidiaries as of December 31, 2000 1999, and 1998, and for the date hereoffiscal years then ended, neither Primero nor any of each as filed with the Primero Subsidiaries has any Liability or obligation relevant Insurance Regulatory Authority (collectively, the "Historical Statutory Statements"). Except as set forth in Schedule 4.11(b) attached hereto, the Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Principles (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or any related party transactions or off-balance sheet transactions not reflected provided for in the Primero Financial Statements such Historical Statutory Statements. All books of Primeroaccount of each Insurance Subsidiary fully and fairly disclose all of its material transactions, except properties, assets, investments, liabilities and obligations incurred obligations, are in its possession and are true, correct and complete in all material respects. (c) Each of Vesta and its Subsidiaries, after giving effect to the ordinary consummation of the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and regular course as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (A) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (B) greater than the total amount of business its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPwill not intend to, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodbelieve that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries, audited consolidated for the 2007 and 2006 fiscal years, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity stockholders’ equity, comprehensive income and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31then ended, 2008together with the opinions of Ernst & Young LLP thereon, 2009 and 2010 (ii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries for each subsequent fiscal quarter ended 45 days before the Closing Date, consolidated statement of earnings, consolidated and the related statements of shareholders equity income, stockholders’ equity, comprehensive income and consolidated cash flows. Such financial statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Borrower and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities there are no material liabilities or obligations with respect to fund the Borrower and its Subsidiaries of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwise, otherwise and whether or any related party transactions or off-balance sheet transactions not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) After giving effect to this Agreement, each Credit Party (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the Primero Financial Statements amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (c) Since December 31, 2007, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and a “material weakness” (Cas defined in statement on Auditing Standards No. 60) provide reasonable assurance regarding prevention in, or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any in each case as described in Section 404 of the Primero Subsidiaries norXxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto, in each case that could reasonably be expected to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative have a Material Adverse Effect. (d) Neither (i) the board of Primero or any directors of the Primero Subsidiaries has received Borrower, a committee thereof or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any an authorized officer of the Primero Subsidiaries or their respective internal accounting controls, including Borrower has concluded that any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Administrative Agent should no longer be relied upon because of an error, nor (ii) has the Borrower been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20081999, 2009 2000 and 2010 2001 and the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries as of June 30, consolidated statement of earnings, consolidated 2002 and the related statements of shareholders equity income, stockholders’equity and consolidated statements of cash flows for the fiscal years or quarter then ended, together, in the case of Primero and the interim period ended March 31audited financial statements, 2011 (with the “Primero Financial Statements”) were opinions of PricewaterhouseCoopers, L.L.P. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied, and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations as of the respective date hereof, neither Primero nor of those financial statements with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has heretofore furnished to the Primero Administrative Agent copies of (i) the Annual Statements of each of the Insurance Subsidiaries has any Liability or obligation as of December 31, 1999, 2000 and 2001 for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Practices, were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP Statutory Accounting Practices, would have been required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and includes policies fairly disclose all of its material transactions, properties, assets, investments, liabilities and procedures that: obligations, are in its possession and are true, correct and complete in all material respects. (Ac) pertain Each of the Borrower and its Material Subsidiaries, after giving effect to the maintenance consummation of records that in reasonable detail accurately and fairly reflect the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and dispositions of as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (y) not less than the assets of Primero amount required to pay the probable liability on its existing debts as they become absolute and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, matured and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant period.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20081997, 2009 1996, and 2010 1995, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of Deloitte & Touche LLP thereon, and (ii) the unaudited consolidated balance sheet, consolidated statement sheet of earnings, consolidated statements the Borrower and its Subsidiaries as of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (1998, and the “Primero Financial Statements”) were related statements of income, cash flows and stockholders' equity for the three-month period then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the Annual Statement of each of the Significant Insurance Subsidiaries as of December 31, 1997, and for the date hereoffiscal year then ended, neither Primero nor any each as filed with the Insurance Regulatory Authority of its jurisdiction of legal domicile, and (ii) the Quarterly Statement of each of the Primero Significant Insurance Subsidiaries has any Liability or obligation as of March 31, 1998, and for the three-month period then ended, each as filed with the Insurance Regulatory Authority of its jurisdiction of legal domicile. Such statutory financial statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance in all material respects with applicable Requirements of Law when filed and present fairly the financial position of the respective Significant Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Significant Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the most recent statutory financial statements referred to above (including, without limitation, reserves, policy and contract claims and statutory liabilities), there are no material liabilities or obligations with respect to fund any operations or work or exploration program, to give Significant Insurance Subsidiary of any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due). All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, or any related party transactions or off-balance sheet transactions not properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects. (c) The investments of each of the Insurance Subsidiaries reflected in its most recently filed Annual Statement and Quarterly Statement comply in all material respects with all applicable requirements of the Primero Financial Statements Insurance Regulatory Authority of Primero, except liabilities and obligations incurred its jurisdiction of legal domicile. The amounts shown in the ordinary most recently filed Annual Statement and regular course Quarterly Statement for each of business the Insurance Subsidiaries for reserves, policy and contract claims, agents' balances and uncollected premiums and statutory liabilities were computed in accordance with commonly accepted actuarial standards consistently applied, were fairly stated in accordance with sound actuarial principles, were computed on the basis of assumptions consistent with those of the preceding fiscal year, and meet in all material respects the requirements of the Insurance Regulatory Authority of its jurisdiction of legal domicile. Such reserves as established by each Insurance Subsidiary were, in the judgment of the Borrower, adequate as of such date for the payment by such Insurance Subsidiary of all of its insurance benefits, losses, claims and investigative expenses. Marketable securities and short-term investments reflected in each Insurance Subsidiary's most recently filed Annual Statement and Quarterly Statement are valued at cost, amortized cost or market value, as required by applicable Requirements of Law. (d) Each of the Borrower and its Significant Subsidiaries, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodliabilities as they mature.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheetssheets of the Parent and its Subsidiaries as of February 3, audited consolidated 2013, January 29, 2012, and January 30, 2011, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero and stockholders’ equity for the financial years ended December 31Fiscal Years then ended, 2008together with the opinion of PricewaterhouseCoopers LLP thereon, 2009 and 2010 (ii) the unaudited consolidated balance sheetsheet of the Parent and its Subsidiaries as of May 5, consolidated statement of earnings2013, consolidated and the related statements of shareholders equity and consolidated statements of income, cash flows of Primero and stockholders’ equity for the interim 3-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Parent and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Parent and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities there are no material liabilities or obligations with respect to fund the Parent and its Subsidiaries of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwise, otherwise and whether or any related party transactions or off-balance sheet transactions not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) After giving effect to the Primero Financial Statements consummation of Primerothe Transactions, except each Credit Party (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective they mature in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: their ordinary course. (Ac) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions As of the assets Closing Date, since February 3, 2013, there has not been an occurrence of Primero and Primero Subsidiaries; a “material weakness” (Bas defined in statement on Auditing Standards No. 60) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPin, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting reporting, in each case as described in Section 404 of Primero. the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto. (d) Since December 31January 30, 20102011, neither Primero nor any (i) the board of directors of the Primero Subsidiaries norParent, to Primero’s knowledge, any director, officer, employee, auditor, accountant a committee thereof or representative of Primero or any an authorized officer of the Primero Subsidiaries Parent has received or otherwise had or obtained knowledge of concluded that any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Administrative Agent should no longer be relied upon because of an error, nor (ii) has the Parent been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except as disclosed in (a) IPC Holdings has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements IPC Holdings and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082005, 2009 2004 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated 2003 and the related statements of shareholders income, shareholders' equity and consolidated statements of cash flows of Primero for the fiscal years or period then ended, together with the notes thereto and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were opinion of KPMG thereon. Such consolidated financial statements have been prepared in accordance with Canadian GAAP consistently appliedand present fairly, and fairly present in all material respects respects, the consolidated financial condition position of Primero at the respective dates indicated IPC Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of Primero the dates and for the periods covered on a consolidated basisindicated. Except as for Indebtedness or liabilities disclosed or provided for in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to SECTION 7.1, as of the date hereofof such financial statements, neither Primero nor any none of the Primero Subsidiaries Credit Parties had any material Indebtedness or other liabilities, whether direct or contingent, other than contingent obligations arising under Primary Policies or Reinsurance Agreements. (b) IPC Holdings has any Liability or obligation heretofore furnished to the Administrative Agent copies of the Annual Statements of each Material Insurance Subsidiary as of December 31, 2005, December 31, 2004 and December 31, 2003 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the "Historical Statutory Statements"). The Historical Statutory Statements (including, without limitation, Liabilities or obligations to fund any operations or work or exploration programthe provisions made therein for investments and the valuation thereof, to give any guarantees or reserves, policy and contract claims and statutory liabilities) have been prepared in all material respects in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the respective Material Insurance Subsidiaries covered thereby for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except respective periods then ended. Except for liabilities and obligations incurred disclosed or provided for in the ordinary Historical Statutory Statements (including, without limitation, reserves, policy and regular course contract claims and statutory liabilities), no Material Insurance Subsidiary had, as of business (including the business date of operatingits respective Historical Statutory Statements, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities any material Indebtedness or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraudnature whatsoever, whether direct or not materialcontingent, that involves management other than contingent obligations arising under Primary Policies or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodReinsurance Agreements.

Financial Matters. Except as disclosed in (a) The Parent Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheetssheets of the Parent Borrower and its Subsidiaries, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082010, 2009 and 2010 unaudited consolidated balance sheet2008 fiscal years, consolidated statement of earnings, consolidated in each case with the related statements of shareholders equity income, stockholders’ equity, comprehensive income and consolidated statements of cash flows for the fiscal years then ended, together with the opinions of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were Ernst & Young LLP thereon. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied, and present fairly present in all material respects the consolidated financial condition of Primero at the Parent Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Parent Borrower and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent Borrower and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Parent Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Parent Borrower and its Subsidiaries prepared on an annual basis through the end of fiscal year 2016, giving effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing and the consummation of the other transactions contemplated hereby (the “Projections”). In the good faith opinion of the Financial Officers of the Parent Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the Financial Officers of the Primero Subsidiaries Parent Borrower, and are believed by the Parent Borrower to be complete and to represent a reasonable estimate of the future performance and financial condition of the Parent Borrower and its Subsidiaries, it being understood that the Projections are subject to significant uncertainties, contingencies and approximations inherent in any projections, many of which are beyond the Parent Borrower’s control, that no assurance can be given that the Projections will be realized, and that actual results may differ from the Projections and such difference may be material. (c) After giving effect to the consummation of the transactions contemplated hereby, each Borrower (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration programpay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to give any guarantees or for Taxes other than Taxes not yet duebecome absolute and matured in their ordinary course), whether accruedand (iii) does not intend to, absoluteand does not believe that it will, contingent incur debts or otherwise, or any related party transactions or off-balance sheet transactions not reflected liabilities beyond its ability to pay such debts and liabilities as they mature in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the their ordinary and regular course of business course. (including the business of operating, developing, constructing and exploring Primero’s projectsd) since Since December 31, 2010, which liabilities there has not been an occurrence of a “material weakness” (as defined in statement on Auditing Standards No. 60) in, or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, New ICE Parent’s or the Parent Borrower’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any in each case as described in Section 404 of the Primero Subsidiaries norXxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto, in each case that would reasonably be expected to Primero’s knowledgehave a Material Adverse Effect. (e) Neither (i) the board of directors of New ICE Parent or the Parent Borrower, any director, officer, employee, auditor, accountant or representative of Primero committee thereof or any Responsible Officer of New ICE Parent or the Primero Subsidiaries Parent Borrower has received concluded that any financial statement previously furnished to the Administrative Agent for use in connection with the transactions contemplated by this Agreement or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved required to be delivered to the satisfaction Administrative Agent or the Lenders by the express terms of this Agreement should no longer be relied upon because of an error, nor (ii) has New ICE Parent or the Parent Borrower been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except as disclosed in (a) Borrower has heretofore furnished to the Primero Disclosure Letter, Lender copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082000, 2009 1999, and 2010 unaudited consolidated balance sheet1998, consolidated statement of earnings, consolidated and the related statements of shareholders income, stockholders' equity and consolidated statements of cash flows of Primero and for the interim period ended March 31fiscal years then ended, 2011 (together with the “Primero Financial Statements”opinion thereon or PricewaterhouseCoopers. Except as set forth in Schedule 4.11(a) were attached hereto, such financial statements have been prepared in accordance with Canadian GAAP consistently appliedGenerally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Borrower has heretofore furnished to the Lender copies of the Annual Statements of each of the Insurance Subsidiaries as of December 31, 2000, 1999 and l998, and for the date hereoffiscal years then ended, neither Primero nor any of each as filed with the Primero Subsidiaries has any Liability or obligation relevant Insurance Regulatory Authority (collectively, the "Historical Statutory Statements"). Except as set forth in Schedule 4.11(b) attached hereto, the Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Principles (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or any related party transactions or off-balance sheet transactions not reflected provided for in the Primero Financial Statements such Historical Statutory Statements. All books of Primeroaccount of each Insurance Subsidiary fully and fairly disclose all of its material transactions, except properties, assets, investments, liabilities and obligations incurred obligations, are in its possession and are true, correct and complete in all material respects. (c) Each of Borrower and its Subsidiaries, after giving effect to the ordinary consummation of the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and regular course as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (A) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (B) greater than the total amount of business its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPwill not intend to, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodbelieve that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. Except as disclosed in (a) The Company has heretofore furnished to the Primero Disclosure Letter, Agent copies of (i) the audited consolidated balance sheetssheet of the Company and its Subsidiaries as of December 31, audited consolidated 1998, and the related statements of earnings, audited consolidated statements of shareholders equity income and audited consolidated statements of cash flows of Primero for the financial years fiscal year ended December 31, 20081998, 2009 together with the opinion of PricewaterhouseCoopers thereon, and 2010 (ii) the unaudited consolidated balance sheet, consolidated statement sheet of earnings, consolidated statements the Company and its Subsidiaries as of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (1999, and the “Primero Financial Statements”) were related statements of income and cash flows for the three-month period then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Company and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Company and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Company or any of its 48 57 Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Company has prepared, and has heretofore furnished to the Agent a copy of, annual projected balance sheets and statements of income and cash flows of the Company for the five-year period beginning with the year ended December 31, 1999, giving effect to the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing (the "Projections"). In the opinion of management of the Company, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Company, are complete and represent a reasonable estimate of the future performance and financial condition of the Company, subject to the uncertainties and approximations inherent in any projections. (c) Each of the Borrower and its Subsidiaries, after giving effect to the consummation of the transactions contemplated hereby, (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodliabilities as they mature.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Lender copies of (i) the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries as of January 31, audited consolidated 2013, 2012 and 2011, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero and stockholders’ equity for the financial fiscal years ended December 31then ended, 2008together with the opinion of Xxxxxx & Company, 2009 Inc. thereon, and 2010 (ii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries as of April 30, consolidated statement of earnings2013, consolidated and the related statements of shareholders equity and consolidated statements of income, cash flows of Primero and stockholders’ equity for the interim three-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Borrower and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrower has prepared, and has heretofore furnished to the Lender a copy of, projected consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries (consisting of balance sheets and statements of income and cash flows prepared by the Borrower on a quarterly basis through fiscal year 2016 (the “Projections”). In the good faith opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (c) Each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (d) Since January 31, 2013, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any as described in Section 404 of the Primero Subsidiaries norXxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, to Primero’s knowledgerules, any director, officer, employee, auditor, accountant standards and practices promulgated or representative approved with respect thereto. (e) Neither (i) the board of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge directors of any complaintCredit Party, allegation, assertion, a committee thereof or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods an authorized officer of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including Credit Party has concluded that any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Lender should no longer be relied upon because of the an error, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries, audited consolidated for the 2012, 2011 and 2010 fiscal years, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity stockholders’ equity, comprehensive income and audited consolidated statements of cash flows of Primero for the fiscal years then ended, together with the opinions of Ernst & Young LLP thereon. Such financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were have been prepared in accordance with Canadian GAAP consistently applied, and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Borrower and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities there are no material liabilities or obligations with respect to fund the Borrower and its Subsidiaries of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwise, otherwise and whether or any related party transactions or off-balance sheet transactions not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) [Reserved]. (c) After giving effect to the Primero Financial Statements consummation of Primerothe transactions contemplated hereby, except the Borrower (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (d) Since December 31, 2012, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and a “material weakness” (Cas defined in statement on Auditing Standards No. 60) provide reasonable assurance regarding prevention in, or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in the in, New ICE Parent’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any in each case as described in Section 404 of the Primero Subsidiaries norXxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto, in each case that would reasonably be expected to Primero’s knowledgehave a Material Adverse Effect. (e) Neither (i) the board of directors of New ICE Parent or the Borrower, any director, officer, employee, auditor, accountant or representative of Primero committee thereof or any Responsible Officer of New ICE Parent or the Primero Subsidiaries Borrower has received concluded that any financial statement previously furnished to the Administrative Agent for use in connection with the transactions contemplated by this Agreement or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved required to be delivered to the satisfaction Administrative Agent or the Lenders by the express terms of this Agreement should no longer be relied upon because of an error, nor (ii) has New ICE Parent or the Borrower been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except as disclosed in (a) Borrower has heretofore furnished to the Primero Disclosure Letter, Lender copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082001, 2009 2000, 1999, and 2010 unaudited consolidated balance sheet1998, consolidated statement of earnings, consolidated and the related statements of shareholders income, stockholders’ equity and consolidated statements of cash flows of Primero and for the interim period ended March 31fiscal years then ended, 2011 (together with the “Primero Financial Statements”opinion thereon or PricewaterhouseCoopers. Except as set forth in Schedule 4.11(a) were attached hereto, such financial statements have been prepared in accordance with Canadian GAAP consistently applied, Generally Accepted Accounting Principles and present fairly present in all material respects the consolidated financial condition of Primero at Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Borrower has heretofore furnished to the Lender copies of the Annual Statements of each of the Insurance Subsidiaries as of December 31, 2001, 2000, and 1999, and for the date hereoffiscal years then ended, neither Primero nor any of each as filed with the Primero Subsidiaries has any Liability or obligation relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). Except as set forth in Schedule 4.11(b) attached hereto, the Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Principles (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without Table of Contents limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or any related party transactions or off-balance sheet transactions not reflected provided for in the Primero Financial Statements such Historical Statutory Statements. All books of Primeroaccount of each Insurance Subsidiary fully and fairly disclose all of its material transactions, except properties, assets, investments, liabilities and obligations incurred obligations, are in its possession and are true, correct and complete in all material respects. (c) Each of Borrower and its Subsidiaries, after giving effect to the ordinary consummation of the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and regular course as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (A) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (B) greater than the total amount of business its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPwill not intend to, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodbelieve that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the (i) The audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity Colombia as at and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31, 20082007 and December 31, 2009 2008 (including the notes thereto and 2010 related management’s discussion and analysis) and Colombia’s unaudited consolidated balance sheet, consolidated statement of earnings, consolidated financial statements of shareholders equity as at and consolidated statements of cash flows of Primero and for the interim period three months ended March 31, 2011 2009 (including the “Primero Financial Statements”notes thereto and related management’s discussion and analysis) were prepared in accordance with Canadian GAAP U.S. GAAP, consistently applied, and fairly present in all material respects the consolidated financial condition of Primero Colombia at the respective dates indicated and the results of operations of Primero Colombia for the periods covered on a consolidated basis. Except as disclosed basis (subject, in the Primero Disclosure Lettercase of any unaudited interim consolidated financial statements, as to normal period-end adjustments) and reflect adequate provision for the liabilities of the date hereof, neither Primero Colombia on a consolidated basis in accordance with U.S. GAAP. Neither Colombia nor any of the Primero Colombia Subsidiaries has any Liability material liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet dueTaxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements consolidated financial statements of PrimeroColombia for the three months ended March 31, 2009, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December March 31, 20102009. (ii) The chief executive officer of Colombia and the chief accounting officer of Colombia each has made all certifications required by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, which liabilities or obligations would not reasonably be expected as applicable, with respect to have a Material Adverse Effect on Primero. the Colombia Documents, and the statements contained in such certifications were accurate as of the date they were made. (iii) The management of Primero Colombia has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Colombia in its annual filings, interim filings or other reports filed filed, furnished or submitted by it under the applicable Laws provincial and territorial securities legislation is recorded, processed, summarized and reported within the time periods specified in such Lawslegislation, laws and rules. Such The management disclosure controls and procedures include controls and procedures designed maintained by Colombia are sufficient to ensure that material information required relating to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s managementColombia, including its chief executive officer consolidated Subsidiaries, is made known to the management of Colombia by others within those entities. Colombia (i) has implemented and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such a system of internal control over financial reporting is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes assurances that (A) transactions are executed in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiariesmanagement’s general or specific authorizations; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiariesmanagement’s general or specific authorization; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Colombia’s auditors and the audit committee of Colombia's Board of Directors (A) any significant deficiencies in the design and implementation or maintenance operation of internal controls over financial reporting of Primero that are reasonably likely to which could adversely affect the Colombia’s ability of Primero to record, process, summarize and report financial information; data and have identified for Colombia’s auditors any material weaknesses in internal controls and (EB) there is no any fraud, whether or not material, that involves management or other employees Employees who have a significant role in the Colombia’s internal control over financial reporting controls. Colombia has made available to Medoro a summary of Primero. Since December 31, 2010, neither Primero any such disclosure made by management to Colombia’s auditors and audit committee. (iv) Neither Colombia nor any of the Primero Colombia Subsidiaries nor, to Primero’s knowledgethe knowledge of Colombia, any director, officer, employee, auditor, accountant or representative of Primero Colombia or any of the Primero Colombia Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Colombia or any of the Primero Colombia Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, assertion or claim that Primero Colombia or any of the Primero Colombia Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee Audit Committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge Board of Primero, the transition to IFRS will not result in any delay in the release Directors of Primero’s financial results for any relevant periodColombia.

Financial Matters. Except as disclosed in (a) EXHIBIT H sets forth a complete and correct copy of the Primero Disclosure Letter, the audited consolidated balance sheets, audited consolidated statements sheet of earnings, audited consolidated statements the Company as at the end of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years Fiscal Year ended December 31, 2008, 2009 1994 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, the related consolidated statements of shareholders equity income, retained earnings and consolidated statements of cash flows of Primero and the interim period ended March 31Company for such Fiscal Year, 2011 (prepared in each case in accordance with Section 5.04(e) hereof, together with the “Primero Financial Statements”) were accountant's report with respect thereto as required by such Section. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied, applied throughout such Fiscal Year and on a basis consistently applied throughout such Fiscal Year and on a basis consistent with that applied in the prior Fiscal Year. Such balance sheet presents fairly present in all material respects accordance with GAAP the consolidated financial condition of Primero the Company as at December 31, 1994, and such consolidated statements of income, retained earnings and cash flows present fairly in accordance with GAAP the respective dates indicated consolidated results of operations of the Company for the Fiscal Year ended December 31,1994. (i) The Company is Solvent and shall remain Solvent immediately following the Borrowings to be made by the Borrowers and the application by the Borrowers of the proceeds of such Borrowings in accordance with Section 2.03 of this Agreement, and (ii) immediately following the Borrowings of such Borrower's Revolving Credit Debt and the application by such Borrower of the proceeds thereof in accordance with Section 2.03 hereof, (A) Bayway is Solvent and shall remain Solvent as determined after excluding from Bayway's liabilities that portion of the Obligations in excess of the Bayway Revolving Credit Debt, and (B) TEL is Solvent and shall remain Solvent as determined after excluding from TEL's liabilities that portion of the Obligations in excess of the TEL Revolving Credit Debt. (c) The Projections disclose all material assumptions made with respect to general economic, financial and market conditions in formulating such Projections. The Projections are based upon reasonable estimates and assumptions, all of which the Borrowers believe are fair in light of current conditions, have been prepared on the basis of the assumptions stated therein, and reflect the reasonable estimates of the Borrowers of the results of operations of Primero for the periods covered on a consolidated basisand other information presented therein. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, andNo facts, to the knowledge of Primeroeach Borrower, the transition to IFRS will not exist which would result in any delay material change in the release any of Primero’s financial results for any relevant periodsuch Projections.

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the (A) The Administrative Agent shall have received (1) audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero the Online Resources Acquired Business for the financial fiscal years ended December 31, 2008, 2009 2010 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March December 31, 2011 and draft unaudited financial information for the fiscal year ended December 31, 2012; (2) as soon as internal financial statements are available to the “Primero Financial Statements”Online Resources Acquired Business, unaudited financial statements for any interim period or periods of the Online Resources Acquired Business ended after the date of the most recent audited financial statements and more than forty-five (45) were prepared days prior to the 2013 Tender Financing Date; and (3) pro forma financial statements for the Borrower and its Consolidated Subsidiaries (after giving effect to the Online Resources Acquisition and the funding of the full principal amount of the 2013 Incremental Term Loan) for fiscal periods and in accordance such form and with Canadian GAAP consistently appliedsuch detail as is reasonably satisfactory to the Administrative Agent. (B) The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and fairly present in all material respects certified as accurate by the consolidated chief financial condition officer of Primero at each Credit Party, that (1) after giving effect to the respective dates indicated and the results of operations of Primero for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business contemplated hereby (including the business funding of operatingthe full principal amount of the 2013 Incremental Term Loan Commitment), developingthe Borrower and its Subsidiaries (on a Consolidated basis) are Solvent, constructing and exploring Primero’s projects(2) since December 31to the extent that a fiscal quarter end has occurred prior to the 2013 Tender Financing Date, 2010but after the 2013 Incremental Term Loan Closing Date, which liabilities or obligations would not reasonably attached thereto are calculations evidencing pro forma compliance with the financial covenants set forth in Article X of the Credit Agreement (it being understood that the full principal amount of the 2013 Incremental Term Loan Commitment shall be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required deemed to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under outstanding Indebtedness on the applicable Laws is recorded, processed, summarized 2013 Tender Financing Date for purposes of such pro forma calculations) and reported within (3) the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain projections previously delivered to the maintenance of records that in Administrative Agent represent good faith estimates (using reasonable detail accurately and fairly reflect the transactions and dispositions assumptions) of the assets of Primero financial conditions and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition operations of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design Borrower and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodits Subsidiaries.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Lender copies of (i) the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries as of January 31, audited consolidated 2013, 2012 and 2011, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero and stockholders’ equity for the financial fiscal years ended December 31then ended, 2008together with the opinion of Kxxxxx & Company, 2009 Inc. thereon, and 2010 (ii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries as of October 31, consolidated statement of earnings2013, consolidated and the related statements of shareholders equity and consolidated statements of income, cash flows of Primero and stockholders’ equity for the interim nine-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Borrower and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrower has prepared, and has heretofore furnished to the Lender a copy of the Projections. In the good faith opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (c) Each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (d) Since January 31, 2013, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any as described in Section 404 of the Primero Subsidiaries norSxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, to Primero’s knowledgerules, any director, officer, employee, auditor, accountant standards and practices promulgated or representative approved with respect thereto. (e) Neither (i) the board of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge directors of any complaintCredit Party, allegation, assertion, a committee thereof or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods an authorized officer of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including Credit Party has concluded that any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Lender should no longer be relied upon because of the an error, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Lender copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082000, 2009 1999, and 2010 1998, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of Deloitte & Touche LLP thereon, and (ii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries as of September 30, consolidated statement of earnings2001, consolidated and the related statements of shareholders equity and consolidated statements of income, cash flows of Primero and stockholders' equity for the interim nine-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Each of the Borrower and its Subsidiaries, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature. (c) The Borrower has heretofore furnished to the Lender copies of (i) the Annual Statements of each of its Material Insurance Subsidiaries as of December 31, 2000, 1999 and 1998, and for the fiscal years then ended, and (ii) the Quarterly Statements of each of its Material Insurance Subsidiaries as of the date hereof, neither Primero nor any end of the Primero Subsidiaries has any Liability or obligation first three fiscal quarters of 2001, and for the fiscal quarters then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the statements referenced in clauses (i) and (ii) above, the "Historical Statutory Statements"). The Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP where required (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance in all material respects with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain SAP, would have been required to the maintenance have been disclosed or provided for in such Historical Statutory Statements. All books of records that in reasonable detail accurately account of each Insurance Subsidiary fully and fairly reflect disclose all of its material transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects. (d) Within the transactions and dispositions of the assets of Primero and Primero Subsidiaries; last three (B3) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010years, neither Primero the Borrower nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero its Subsidiaries has received any "management letter" from any certified public accountants in connection with any annual, interim or otherwise had or obtained knowledge of special audit that disclosed any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim findings that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved were material and adverse to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodBorrower.

Financial Matters. Except as disclosed in (a) Xxxxxxxx has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements Xxxxxxxx and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082010, 2009 and 2010 2008, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheetsheet of Xxxxxxxx and its Subsidiaries as of September 30, consolidated statement of earnings2011, consolidated and the related statements of shareholders equity and consolidated statements of income, cash flows of Primero and stockholders’ equity for the interim nine-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the financial condition of Xxxxxxxx and its Subsidiaries on a consolidated basis as of the respective dates thereof and the results of operations of Xxxxxxxx and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to Xxxxxxxx and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Pro Forma Balance Sheet reflects adjustments made on a pro forma basis to give effect to the consummation of the transactions contemplated hereby to occur on the Closing Date, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly in all material respects the consolidated financial condition of Primero at Xxxxxxxx and its Subsidiaries on an unaudited pro forma basis as of the respective dates indicated date set forth therein after giving effect to the consummation of the transactions described above. (c) Xxxxxxxx has prepared, and has heretofore furnished to the results Administrative Agent a copy of, projected consolidated balance sheets and statements of operations income and cash flows of Primero for the periods covered on a consolidated basisConsolidated Entities (consisting of balance sheets and statements of income and cash flows prepared by Xxxxxxxx) through the end of fiscal year 2014, giving effect to the consummation of the transactions contemplated hereby (the “Projections”). Except as disclosed In the good faith opinion of management of each Borrower, the assumptions used in the Primero Disclosure Letterpreparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of Xxxxxxxx, neither Primero nor any are complete and represent a reasonable estimate of the Primero Subsidiaries has future performance and financial condition of Xxxxxxxx and its Subsidiaries, subject to the uncertainties and approximations inherent in any Liability or obligation projections (including, without limitation, Liabilities or obligations it being understood that such Projections are as to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes future events and are not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed viewed as facts and that actual results during the period or periods covered by Primero in its annual filings, interim filings or other reports filed or submitted by it under any such Projections may differ significantly from the applicable Laws is recorded, processed, summarized projected results and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to differences may be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer material). (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Ad) pertain After giving effect to the maintenance consummation of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of contemplated hereby on the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of PrimeroClosing Date, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodConsolidated Entities, taken as a whole, are Solvent.

Financial Matters. Except as disclosed in (a) Borrower has heretofore furnished to the Primero Disclosure Letter, Lender copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082001, 2009 2000, 1999, and 2010 unaudited consolidated balance sheet1998, consolidated statement of earnings, consolidated and the related statements of shareholders income, stockholders’ equity and consolidated statements of cash flows of Primero and for the interim period ended March 31fiscal years then ended, 2011 (together with the “Primero Financial Statements”opinion thereon or PricewaterhouseCoopers. Except as set forth in Schedule 4.11(a) were attached hereto, such financial statements have been prepared in accordance with Canadian GAAP consistently applied, Generally Accepted Accounting Principles and present fairly present in all material respects the consolidated financial condition of Primero at Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Borrower has heretofore furnished to the Lender copies of the Annual Statements of each of the Insurance Subsidiaries as of December 31, 2003, 2002, and 2001, and for the date hereoffiscal years then ended, neither Primero nor any of each as filed with the Primero Subsidiaries has any Liability or obligation relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). Except as set forth in Schedule 4.11(b) attached hereto, the Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Principles (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or any related party transactions or off-balance sheet transactions not reflected provided for in the Primero Financial Statements such Historical Statutory Statements. All books of Primeroaccount of each Insurance Subsidiary fully and fairly disclose all of its material transactions, except properties, assets, investments, liabilities and obligations incurred obligations, are in its possession and are true, correct and complete in all material respects. (c) Each of Borrower and its Subsidiaries, after giving effect to the ordinary consummation of the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and regular course as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (A) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (B) greater than the total amount of business its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPwill not intend to, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodbelieve that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. Except as disclosed in (a) The Borrowers have heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Parent and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31April 30, 2008, 2009 2007 and 2010 2006, in each case with the related statements of income and cash flows for the fiscal years then ended, together with the opinion of Deloitte & Touche LLP thereon, and (ii) the unaudited consolidated balance sheetsheet of the Parent and its Subsidiaries as of January 31, consolidated statement of earnings2009, consolidated and the related statements of shareholders equity income and consolidated statements of cash flows of Primero and for the interim nine-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Parent and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Parent and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities there are no material liabilities or obligations with respect to fund the Parent and its Subsidiaries of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwise, otherwise and whether or any related party transactions or off-balance sheet transactions not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrowers have prepared, and have heretofore furnished to the Primero Financial Statements Administrative Agent a copy of, projected consolidated balance sheets and statements of Primeroincome and cash flows of the Parent and its Subsidiaries (consisting of balance sheets and statements of income and cash flows prepared by the Borrowers as of the last day of the fiscal quarter most recently ended prior to Third Amendment Effective Date and then on a quarterly basis through the fiscal quarter ending April 30, except liabilities 2011 and obligations incurred thereafter on an annual basis) through the end of fiscal year 2014, giving effect to the initial extensions of credit made under this Agreement and the payment of transaction fees and expenses related to the foregoing (the “Projections”). In the good faith opinion of management of the Borrowers, the assumptions used in the ordinary preparation of the Projections were fair, complete and regular course reasonable when made and continue to be fair, complete and reasonable as of business the Closing Date. The Projections have been prepared in good faith by the executive and financial personnel of the Borrowers, are complete and represent a reasonable estimate of the future performance and financial condition of the Parent and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections, it being understood that there can be no assurance that the results therein will be achieved. (c) Both before and after giving effect to the making of the initial loans hereunder, each Credit Party (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses liabilities as they mature in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodordinary course.

Financial Matters. (a) Except as for liabilities and obligations, including without limitation reserves, policy and contract claims and statutory liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Primero Disclosure LetterAnnual Statements, each Reporting Company did not have, as of the respective dates of each of such financial statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each Reporting Company fully and fairly disclose all of the transactions, properties, assets, investments, liabilities and obligations of such Reporting Company and all of such books of account are in the possession of such Reporting Company and are true, correct and complete in all material respects. (b) The audited consolidated financial statements of RenRe and its Subsidiaries and the audited consolidated balance sheetsor unaudited, audited consolidated as available, financial statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero each other Covered Credit Party for the financial years ended Fiscal Year ending December 31, 20082006 which have been delivered to the Lenders (i) are true and correct in all material respects, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”ii) were have been prepared in accordance with Canadian GAAP consistently applied(except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly present in all material respects the consolidated financial condition of Primero the subject entities at the respective dates indicated and such date, the results of their operations of Primero for the periods then ended and the investments and reserves for the periods then ended. (c) With respect to any representation and warranty which is deemed to be made after the date hereof by the Covered Credit Parties, the balance sheet and statements of operations, of shareholders’ equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of such Covered Credit Party to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures), and shall present fairly the consolidated financial condition of such Covered Credit Party covered on a consolidated basis. thereby as at the dates thereof for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end audit adjustments and except that footnote and schedule disclosure may be abbreviated. (d) Except as disclosed set forth on Schedule 4.06(d), there has been no change in the Primero Disclosure Letterbusiness, as of the date hereofassets, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities or obligations to fund any operations or work financial condition of any Covered Credit Party and its Subsidiaries which has had or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not could reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant period2006.

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the The audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 2010, and the unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements statement of cash flows of Primero and Northgate for the interim period ended March 31, 2011 (the “Primero Northgate Financial Statements”) were prepared in accordance with Canadian GAAP consistently applied, and fairly present in all material respects the consolidated financial condition of Primero Northgate at the respective dates indicated and the results of operations of Primero Northgate for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither Northgate nor any of the Primero Northgate Subsidiaries has any Liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroNorthgate for the fiscal period ended December 31, 2010 except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroNorthgate’s projects) since December 31, 2010, 2010 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroNorthgate. The reconciliation with United States Generally Accepted Accounting Principles, as included in Northgate’s annual report on Form 40-F for the year ended December 31, 2010, has been prepared in compliance with Item 17 of SEC Form 20-F. The management of Primero Northgate has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to PrimeroNorthgate’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero Northgate maintains disclosure controls and procedures (as such term is defined in Rule 13a−15(e) under the 1900 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures are effective. Northgate maintains a system of internal control over financial reporting. Northgate’s system of internal control over financial reporting (as such term is defined in Rule 13a−15(f) under the 1900 Xxx) complies with the requirements of the 1934 Act Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero Northgate and Primero Northgate Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero Northgate and Primero Northgate Subsidiaries are being made only with Authorizations of management and Primero Northgate Board and Primero Northgate Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero Northgate or any of the Primero Northgate Subsidiaries that could have a material effect on PrimeroNorthgate’s Financial Statements. To Northgate’s internal control over financial reporting is effective and, to the knowledge of PrimeroNorthgate; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero Northgate that are reasonably likely to adversely affect the ability of Primero Northgate to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of PrimeroNorthgate. Since December 31, 2010, there has been no change in Northgate’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Northgate’s internal control over financial reporting. Since December 31, 2010, neither Primero Northgate nor any of the Primero Northgate Subsidiaries nor, to PrimeroNorthgate’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Northgate or any of the Primero Northgate Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Northgate or any of the Primero Northgate Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Northgate or any of the Primero Northgate Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Northgate Board. Primero Northgate has converted to IFRS for financial reporting purposes, and, to the knowledge of PrimeroNorthgate, the transition to IFRS will not result in any delay in the release of PrimeroNorthgate’s financial results for any relevant period.

Financial Matters. Except as disclosed in (a) The Company has heretofore made available to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements of shareholders equity the Company and audited consolidated statements of cash flows of Primero its Subsidiaries for the financial fiscal years ended ending December 31, 20082019, 2009 December 31, 2020 and 2010 unaudited consolidated balance sheetDecember 31, consolidated statement of earnings, consolidated 2021 and the related statements of shareholders income, stockholders’ equity and consolidated statements of cash flows for the fiscal years or period then ended, together with the opinion of Primero and the interim period ended March 31, 2011 Ernst & Young LLP thereon. Such consolidated financial statements (the “Primero Financial Statements”A) were have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and (B) present fairly present in all material respects the consolidated financial condition of Primero at the respective dates indicated Company and its Subsidiaries, and the results of their operations of Primero for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letterand their cash flows, as of the date hereof, neither Primero nor any dates and for the periods indicated. (b) The Company has heretofore made available to the Administrative Agent copies of the Primero Subsidiaries has any Liability or obligation Annual Statements of each Insurance Subsidiary that is a Material Subsidiary as of December 31, 2019, 2020 and 2021 for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary that is a Material Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain SAP, would have been required to the maintenance of records that have been disclosed or provided for in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial such Historical Statutory Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant period.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent a copy of the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082022, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated the related statements of shareholders equity and consolidated statements of income, cash flows and shareholders’ equity for the fiscal year then ended, together with the opinion of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were Xxxxx & Young LLP thereon. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Letter, most recent financial statements referred to above and the notes thereto as of the date hereofRestatement Effective Date, neither Primero nor there are no material liabilities or obligations with respect to the Borrower or any of the Primero its Subsidiaries has of any Liability or obligation nature whatsoever (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwiseotherwise and whether or not due). (b) [Reserved]. (c) Each of the Borrower and its Subsidiaries, or any related party after giving effect to the consummation of the transactions or off-balance sheet transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not reflected in less than the Primero Financial Statements amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses liabilities as they mature in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodordinary course.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries, audited consolidated for the 2005 and 2004 fiscal years, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity stockholders’ equity, comprehensive income and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31then ended, 2008together with the opinions of Ernst & Young LLP thereon, 2009 and 2010 (ii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries for each subsequent fiscal quarter ended 45 days before the Closing Date, consolidated statement of earnings, consolidated and the related statements of shareholders equity income, stockholders’ equity, comprehensive income and consolidated cash flows. Such financial statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the results of operations of the Borrower and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrower has heretofore furnished to the Administrative Agent copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the date of the most recent consolidated financial statements furnished pursuant to clause (ii) of Section 4.11(a) and for that portion of the current fiscal year then ended, showing adjustments made on a Pro Forma Basis to give effect to the consummation of the NYBOT Merger, the repayment of the Existing Bilateral Facility, the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared in accordance with the requirements of Regulation S-X under the Exchange Act and, based on stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly present in all material respects the consolidated financial condition of Primero at the respective dates indicated Borrower and its Subsidiaries on an unaudited Pro Forma Basis as of the date set forth therein after giving effect to the consummation of the transactions described above. (c) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries prepared on an annual basis through the end of fiscal year 2011, giving effect to the consummation of the NYBOT Merger, the repayment of the Existing Bilateral Facility, the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing and the results consummation of operations the other Transactions (the “Projections”). In the good faith opinion of Primero for management of the periods covered on a consolidated basis. Except as disclosed Borrower, the assumptions used in the Primero Disclosure Letterpreparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (d) After giving effect to the consummation of the Transactions, each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (e) Since December 31, 2005, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and a “material weakness” (Cas defined in statement on Auditing Standards No. 60) provide reasonable assurance regarding prevention in, or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any in each case as described in Section 404 of the Primero Subsidiaries norSxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto, in each case that could reasonably be expected to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative have a Material Adverse Effect. (f) Neither (i) the board of Primero or any directors of the Primero Subsidiaries has received Borrower, a committee thereof or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any an authorized officer of the Primero Subsidiaries or their respective internal accounting controls, including Borrower has concluded that any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Administrative Agent should no longer be relied upon because of an error, nor (ii) has the Borrower been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. (i) Except as disclosed in the Primero Coretec Disclosure Letter, the audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity Coretec as at and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31, 20082006, December 31, 2007 and December 31, 2008 (including the notes thereto and related management’s discussion and analysis) and Coretec’s unaudited financial statements as at and for the nine months ended September 30, 2009 (including the notes thereto and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity related management’s discussion and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”analysis) were prepared in accordance with Canadian GAAP GAAP, consistently applied, and fairly present in all material respects the consolidated financial condition of Primero Coretec at the respective dates indicated and the results of operations of Primero Coretec for the periods covered on a consolidated basis. Except as disclosed basis (subject, in the Primero Disclosure Lettercase of any unaudited interim consolidated financial statements, as to normal period-end adjustments) and reflect adequate provision for the material liabilities of the date hereof, neither Primero Coretec on a consolidated basis in accordance with Canadian GAAP. Neither Coretec nor any of the Primero Coretec Subsidiaries has any Liability material liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration programwork, to give any guarantees or for Taxes other than Taxes not yet dueTaxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements consolidated financial statements of PrimeroCoretec for the nine months ended September 30, 2009, except liabilities and obligations incurred in the ordinary and regular course of business since September 30, 2009. (including ii) Except as disclosed in the business of operatingCoretec Disclosure Letter, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The the management of Primero Coretec has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Coretec in its annual filings, interim filings or other reports filed filed, furnished or submitted by it under the applicable Laws provincial and territorial securities legislation is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls legislation, laws and procedures include controls and procedures designed to ensure that information required to be rules. (iii) Except as disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010Coretec Disclosure Letter, neither Primero Coretec nor any of the Primero Coretec Subsidiaries nor, to PrimeroCoretec’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Coretec or any of the Primero Coretec Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Coretec or any of the Primero Coretec Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, assertion or claim that Primero Coretec or any of the Primero Coretec Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee Audit Committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge Board of Primero, the transition to IFRS will not result in any delay in the release Directors of Primero’s financial results for any relevant periodCoretec.

Financial Matters. Except as disclosed in (a) The Applicant has heretofore furnished to the Primero Disclosure Letter, Agent copies of the audited consolidated balance sheets, audited consolidated statements sheets of earnings, audited consolidated statements the Applicant and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20081999, 2009 1998, 1997 and 2010 unaudited consolidated balance sheet1996, consolidated statement of earnings, consolidated and the related statements of shareholders equity income, stockholders’equity and consolidated statements of cash flows for the fiscal years then ended, together with the opinions of Primero and the interim period ended March 31PricewaterhouseCoopers, 2011 L.L.P. (the “Primero Financial Statements”or its predecessor, Coopers &Lybrand, L.L.P.) were thereon. Such financial statements have been prepared in accordance with Canadian GAAP consistently appliedGenerally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Applicant and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Applicant and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Applicant or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Applicant has heretofore furnished to the Agent copies of (i) the Annual Statements of each of the Insurance Subsidiaries as of December 31, 1999, 1998 and 1997, and for the date hereoffiscal years then ended, neither Primero nor any of each as filed with the Primero Subsidiaries has any Liability or obligation relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Practices (except as may be reflected in the notes thereto), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseother-wise and whether or not due) that, in accordance with Statutory Accounting Practices, would have been required to have been disclosed or any related party transactions or off-balance sheet transactions not reflected provided for in the Primero Financial Statements such Historical Statutory Statements. All books of Primeroaccount of each Insurance Subsidiary fully and fairly disclose all of its material transactions, except properties, assets, investments, liabilities and obligations incurred obligations, are in its possession and are true, correct and complete in all material respects. (c) Each of the ordinary Applicant and regular course its Material Subsidiaries, after giving effect to the consummation of business the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPwill not intend to, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodbelieve that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. Except as disclosed in (i) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited pro forma consolidated balance sheets, audited consolidated statements sheet of earnings, audited consolidated statements the Borrower and its Subsidiaries as of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 2000 and 2010 the unaudited consolidated balance sheet, consolidated statement sheets of earnings, consolidated statements the Borrower and its subsidiaries as of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (2001 and September 30, 2001 and the “Primero Financial Statements”) were related statements of income, stockholders' equity and cash flows for the fiscal periods then ended, together with, in the case of the December 31, 2000 statements, the opinion of PricewaterhouseCoopers. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied, and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the consolidated results of operations of Primero the Borrower and its Subsidiaries for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations as of the respective date hereof, neither Primero nor of those financial statements with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (ii) The Borrower has heretofore furnished to the Primero Administrative Agent copies of the Annual Statements of each of the Insurance Subsidiaries has any Liability or obligation as of December 31, 1998, 1999 and 2000, and for the fiscal years then ended and the Quarterly Statement of each of the Insurance Subsidiaries as of September 30, 2001, each as filed with the relevant Insurance Regulatory Authority (collectively, the "Historical Statutory Statements"). The Historical Statutory Statements (including, without limitation, Liabilities the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Practices, were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective 24 dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations to fund of any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), nature whatsoever (whether accrued, absolute, contingent or otherwiseotherwise and whether or not due) that, in accordance with Statutory Accounting Practices, would have been required to have been disclosed or any related party transactions or off-balance sheet transactions not reflected provided for in the Primero Financial Statements such Historical Statutory Statements. All books of Primeroaccount of each Insurance Subsidiary fully and fairly disclose all of its material transactions, except properties, assets, investments, liabilities and obligations incurred obligations, are in its possession and are true, correct and complete in all material respects. (iii) Each of the ordinary Borrower and regular course its Subsidiaries, after giving effect to the consummation of business the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionsmatured), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPwill not intend to, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodbelieve that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of (i) the audited consolidated balance sheetssheets of the Parent and its Subsidiaries as of January 31, audited consolidated statements of earnings2010, audited consolidated statements of shareholders equity February 1, 2009 and audited consolidated statements of cash flows of Primero for the financial years ended December 31February 3, 2008, 2009 in each case with the related statements of income, cash flows and 2010 stockholders’ equity for the Fiscal Years then ended, together with the opinion of PricewaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheetsheet of the Parent and its Subsidiaries as of October 31, consolidated statement of earnings2010, consolidated and the related statements of shareholders equity and consolidated statements of income, cash flows of Primero and stockholders’ equity for the interim 9-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of Primero at the Parent and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Parent and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Parent and its Subsidiaries (consisting of balance sheets and statements of income and cash flows prepared by the Parent and its Subsidiaries on a quarterly basis through the end of Fiscal Year 2012 and thereafter on an annual basis) through the end of Fiscal Year 2014, giving effect to the consummation of the Transactions (the “Projections”). In the good faith opinion of management of the Parent, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Parent, are complete and represent a reasonable estimate of the future performance and financial condition of the Parent and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (c) After giving effect to the consummation of the Transactions, each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration programpay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to give any guarantees or for Taxes other than Taxes not yet duebecome absolute and matured in their ordinary course), whether accruedand (iii) does not intend to, absoluteand does not believe that it will, contingent incur debts or otherwiseliabilities beyond its ability to pay such debts and liabilities as they mature in their ordinary course. (d) As of the Closing Date, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December January 31, 2010, which liabilities there has not been an occurrence of a “material weakness” (as defined in statement on Auditing Standards No. 60) in, or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting reporting, in each case as described in Section 404 of Primero. the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto. (e) Since December 31February 3, 20102008, neither Primero nor any (i) the board of directors of the Primero Subsidiaries norParent, to Primero’s knowledge, any director, officer, employee, auditor, accountant a committee thereof or representative of Primero or any an authorized officer of the Primero Subsidiaries Parent has received or otherwise had or obtained knowledge of concluded that any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Administrative Agent should no longer be relied upon because of an error, nor (ii) has the Parent been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Administrative Agent copies of the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries, audited consolidated for the 2009 and 2008 fiscal years, in each case with the related statements of earningsincome, audited consolidated statements of shareholders equity stockholders’ equity, comprehensive income and audited consolidated statements of cash flows of Primero for the fiscal years then ended, together with the opinions of Ernst & Young LLP thereon. Such financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were have been prepared in accordance with Canadian GAAP consistently applied, and present fairly present in all material respects the consolidated financial condition of Primero at the Borrower and its Subsidiaries on a consolidated basis as of the respective dates indicated thereof and the results of operations of Primero for the periods covered Borrower and its Subsidiaries on a consolidated basisbasis for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries prepared on an annual basis through the end of fiscal year 2013, giving effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing and the consummation of the other transactions contemplated hereby (the “Projections”). In the good faith opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof, neither Primero nor any . The Projections have been prepared in good faith by the executive and financial personnel of the Primero Subsidiaries Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (c) After giving effect to the consummation of the transactions contemplated hereby, each Credit Party (i) has any Liability or obligation capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (includingii) has assets with a fair saleable value, without limitationdetermined on a going concern basis, Liabilities or obligations which are (y) not less than the amount required to fund any operations or work or exploration program, to give any guarantees or for Taxes other pay the probable liability on its existing debts as they become absolute and matured and (z) greater than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements total amount of Primero, except its liabilities and obligations incurred in the ordinary and regular course of business (including identified contingent liabilities, valued at the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not amount that can reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established become absolute and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero matured in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functionstheir ordinary course), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (Aiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPdoes not intend to, and does not believe that receipts it will, incur debts or liabilities beyond its ability to pay such debts and expenditures liabilities as they mature in their ordinary course. (d) Since December 31, 2009, there has not been an occurrence of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and a “material weakness” (Cas defined in statement on Auditing Standards No. 60) provide reasonable assurance regarding prevention in, or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, fraud that involves management or other employees who have a significant role in in, the Borrower’s internal control controls over financial reporting of Primero. Since December 31reporting, 2010, neither Primero nor any in each case as described in Section 404 of the Primero Subsidiaries norXxxxxxxx- Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto, in each case that could reasonably be expected to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative have a Material Adverse Effect. (e) Neither (i) the board of Primero or any directors of the Primero Subsidiaries has received Borrower, a committee thereof or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any an authorized officer of the Primero Subsidiaries or their respective internal accounting controls, including Borrower has concluded that any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved financial statement previously furnished to the satisfaction Administrative Agent should no longer be relied upon because of an error, nor (ii) has the Borrower been advised by its auditors that a previously issued audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will report or interim review cannot result in any delay in the release of Primero’s financial results for any relevant periodbe relied on.