Common use of Offtake Agreements Clause in Contracts

Offtake Agreements. (a) The Seller shall not, and shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility. (b) The Seller shall ensure, and shall cause the Owner and its Affiliates to ensure that, subject to Section 7.6(a), when Minerals containing Reference Gold are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement. (c) The Seller shall ensure, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to ensure that, all Offtake Agreements are on commercially reasonable terms and conditions. (d) The Seller shall, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to, deliver all Minerals that include Reference Gold to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (e) The Seller shall provide to the Administrative Agent (on behalf of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to provide to the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of all Offtake Agreements and any material amendments thereto. (f) The Seller shall take commercially reasonable steps to enforce, and shall ensure the Owner and any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies under such Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to Reference Gold. Subject to the Seller's requirements under its existing Offtake Agreements, the Seller shall notify the Administrative Agent (on behalf of the Purchasers) in writing when any such dispute arising out of or in connection with any such Offtake Agreement is commenced and shall provide the Administrative Agent (on behalf of the Purchasers) with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute, as the case may be. The Seller shall use all reasonable commercial efforts to obtain any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in the preceding sentence.

Offtake Agreements. (a1) The Seller shall not, and shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility. (b) The Seller PSA Entities shall ensure, and shall cause the Mine Owner and its Affiliates to ensure ensure, that, subject to Section 7.6(a), : (i) when Minerals containing Reference Gold that contain any marketable metal are soldto be sold or otherwise disposed of, all such Minerals are sold by the Mine Owner to an Offtaker pursuant to an Offtake Agreement; and (ii) no Seller Group Entity shall smelt, refine or beneficiate any Produced Copper and the final sale or delivery of Produced Copper shall only be made to an Offtaker pursuant to an Offtake Agreement. (c2) The Seller PSA Entities shall ensure, and shall cause the Mine Owner to ensure, that all Offtake Agreements entered into by the Mine Owner (or any other Seller Group Entity) shall be on commercially reasonable arm's length terms and any of its Affiliates that is a party conditions for marketable and metal-bearing material similar in make-up and quality to those derived from the Minerals. (3) The Seller PSA Entities shall ensure, and cause the Mine Owner to ensure, with respect to each Offtaker Delivery to be made to an Offtaker pursuant to an Offtake Agreement, that: (a) the Offtaker Delivery is weighed, and the Minerals contained in the Offtaker Delivery are assayed, in each case by an Independent Assayer to determine the grade and content of copper in accordance with industry standard assaying practices and procedures; (b) the same Independent Assayer is used by the Seller Group Entities to provide an analysis of copper, lead, zinc, silver and gold contained in such Offtaker Delivery for purposes of such Offtake Agreement and this Agreement; (c) the results of such assay procedures including the applicable certificate of analysis (collectively, the "Independent Assay Results") with respect to ensure that, all such Offtaker Delivery are used to determine grade and content under such Offtake Agreements are on commercially reasonable terms Agreement and conditions.this Agreement; and (d) the Independent Assay Results are provided to Purchaser as soon as reasonably practicable and in any event by the Time of Delivery in accordance with Section 2.4(2). (4) The Seller PSA Entities shall, and shall cause the Mine Owner and any of its Affiliates that is a party to an Offtake Agreement other Seller Group Entities to, deliver all Minerals that include Reference Gold marketable metal to each Offtaker, Offtaker in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (e5) The Seller shall promptly provide to Purchaser confirmation of the terms of any such Offtake Agreement and, within 15 days after the execution thereof by each of the parties thereto, Seller shall provide to the Administrative Agent (on behalf Purchaser a final signed copy of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an such Offtake Agreement to provide except to the Administrative Agent (on behalf of extent prohibited from doing so by Applicable Laws or, provided that the Purchasers)Seller has used reasonable endeavors to obtain consent to disclose such Offtake Agreement, promptly upon its request, copies of all Offtake Agreements and by any material amendments thereto. (f) The Seller shall take commercially reasonable steps to enforce, and shall ensure the Owner and any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies confidentiality obligations under such Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to Reference Gold. Subject to the Seller's requirements under its existing Offtake Agreements, the Seller shall notify the Administrative Agent (on behalf of the Purchasers) in writing when any such dispute arising out of or in connection with any such Offtake Agreement is commenced and shall provide the Administrative Agent (on behalf of the Purchasers) with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute, as the case may be. The Seller shall use all reasonable commercial efforts to obtain any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in the preceding sentenceAgreement.

Offtake Agreements. (a) The Seller Supplier shall notcause all terms and conditions relating to gold and palladium, to the extent affecting Wheaton’s rights, entitlements and shall ensure that benefits under this Agreement (including the Owner timing of Offtaker Payments, timing of the transfer of title and its Affiliates do notrisk to Offtakers and timing of sales to Offtakers, sell unprocessed ore mined in respect of gold and palladium but excluding any terms or produced conditions setting out payable gold and palladium rates, pricing or Offtaker Charges), of any Offtake Agreement to: (i) be bona fide and on commercially reasonable arm’s length terms and conditions prevailing in the market for concentrates or other products similar in form, make-up and quality to those derived from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and Properties; (ii) contain splitting limits for gold not greater than [***], provided that if Supplier determines, acting reasonably, that circumstances exist such that the Purchasers shall receive deliveries of an amount of Refined Gold pursuant splitting limits for gold set out in any Offtake Agreement need to Sections 3.1 be greater than such level, then the Parties will negotiate in good faith, each acting reasonably, with a view to agreeing upon a higher level for such limits; and (iii) otherwise be on substantially the same terms and 3.2 equal conditions relating to gold and palladium as the terms and conditions relating to the number of ounces of Payable Gold that would have been delivered under this Agreement primary metal, if the unprocessed ore was processed through the Mineral Processing Facilityprimary metal is neither gold nor palladium. (b) The Seller Supplier shall ensureprovide a copy of any Offtake Agreement and reasonable details of any Offtake Requirement to Wheaton upon request from time to time; provided that for any Offtake Agreements entered into prior to the date of this Agreement, the name of the applicable Offtaker and shall cause any other identifying information in each such Offtake Agreement may be redacted if the Project Owner and its Affiliates to ensure that, (or such other applicable Supplier PMPA Entity) is subject to Section 7.6(a), when Minerals containing Reference Gold are sold, all confidentiality restrictions with respect thereto under the terms of such Minerals are sold to an Offtaker pursuant to an Offtake Agreement. (c) The Seller shall ensure, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to ensure that, all Offtake Agreements are on commercially reasonable terms and conditions. (d) The Seller shall, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to, deliver all Minerals that include Reference Gold to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (e) The Seller shall provide to the Administrative Agent (on behalf of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to provide to the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of all Offtake Agreements and any material amendments thereto. (f) The Seller Supplier shall take commercially reasonable steps to enforce, and shall ensure the Owner and any of its Affiliates cause each Supplier Group Entity that is a party to an Offtake Agreement will or is bound by an Offtake Requirement to take commercially reasonable steps to enforce, any of their respective its rights and remedies under such Offtake Agreement or Offtake Requirement with respect to any breaches of the terms or conditions thereof relating to Reference Goldgold and palladium. Subject to the Seller's requirements under its existing Offtake Agreements, the Seller Supplier shall notify the Administrative Agent (on behalf of the Purchasers) Wheaton in writing when any such dispute arising out of or in connection with any such Offtake Agreement or Offtake Requirement is commenced and shall permit Wheaton to participate in the process of addressing such dispute, at Wheaton’s cost and expense, and shall provide the Administrative Agent (on behalf of the Purchasers) Wheaton with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such disputearbitration panel, as the case may be. The Seller shall use all reasonable commercial efforts , with respect to obtain any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in the preceding sentencesuch dispute.

Offtake Agreements. (a) The To the extent of its control and except for MH Product Delivered to Purchaser pursuant to any Physical Delivery Election, Seller shall not, and shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility. (b) The Seller shall ensure, and shall cause the Owner and its Affiliates to ensure that, subject to Section 7.6(a), when Minerals containing Reference Gold that contain cobalt or nickel are soldsold or delivered, all such Minerals are sold or delivered to an Offtaker pursuant to an Offtake Agreement. (cb) The During the Term and except for MH Product Delivered to Purchaser pursuant to any Physical Delivery Election, Seller shall ensure, and shall cause the Owner and any ensure that all Offtake Agreements in respect of its Affiliates joint venture share of Minerals shall be on commercially reasonable arm’s length terms and conditions for cobalt or nickel, as the case may be consistent with customary industry standards and practice with respect to payable adjustment factors; provided that is a party this Section 7.4(b) shall not restrict or limit the ability of Seller to enter into an Offtake Agreement to ensure that, all Offtake Agreements are on commercially reasonable upon any terms and conditions. (d) The Seller shallconditions to the extent such terms and conditions relate to Minerals other than cobalt or nickel, and provided that Seller shall cause not negotiate or agree to any higher cobalt or nickel grade payment threshold in order to receive a lower grade payment threshold of any metal, reduced Offtaker Charges or any other benefit under the Owner and any of its Affiliates that is a party to an Offtake Agreement to, deliver all Minerals that include Reference Gold to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (ec) The Seller shall provide use commercially reasonable efforts to the Administrative Agent (on behalf of the Purchasers), and shall cause the Owner and any of enforce its Affiliates that is a party to an Offtake Agreement to provide to the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of rights under all Offtake Agreements and any material amendments thereto. (f) The Agreements. Seller shall take commercially reasonable steps to enforce, and shall ensure the Owner and keep Purchaser reasonably informed of any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies under such Offtake Agreement with respect to any breaches of the terms or conditions thereof dispute relating to Reference Gold. Subject to the Seller's requirements under its existing Offtake Agreements, the Seller shall notify the Administrative Agent (on behalf of the Purchasers) in writing when cobalt or nickel recovery or any such other material dispute arising out of or in connection with any Offtake Agreement, promptly after becoming aware of any such Offtake Agreement is commenced material dispute and shall provide the Administrative Agent (on behalf of the Purchasers) Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute, as the case may be. The . (d) Upon entering into any Offtake Agreement or any amendments thereto, Seller shall use all reasonable commercial efforts to obtain any consent or approval that may be required under any existing Offtake Agreement to comply forthwith provide Purchaser with its obligations specified in the preceding sentencea final signed copy thereof.

Offtake Agreements. (a) The Seller shall not, use its best efforts to enter into a written contractual Offtake Agreement as soon as possible and shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered event within six months after the Execution Date, so as to such person; and (ii) enable the Purchasers shall receive deliveries of an amount of Refined Gold Seller to fulfill its delivery obligations pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing FacilitySection 2.2. (b) The Seller shall ensure, and shall cause the Owner and its Affiliates to ensure that, subject to Section 7.6(a), that when Minerals containing Reference Gold that contain Produced Minerals are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement. (c) The Seller shall ensureensure that all Offtake Agreements entered into by a Seller Group Entity pursuant to Section 6.4(a) shall be on commercially reasonable arm’s length terms and conditions for concentrates similar in make-up and quality to those derived from the Minerals, and shall cause be in writing and include industry standard reporting and payment settlement protocols and provisions that require the Owner delivery of Offtaker Settlement Sheets and any appropriate and separate sampling and assaying so that the Seller and the applicable Offtaker can determine the grade or content of its Affiliates that is a party Produced Minerals and other metals in each delivery to an Offtaker. In the case of an Offtake Agreement entered into by a Seller Group Entity with an Affiliate or other non-arm’s length party, in addition, the Offtake Agreement shall be on terms consistent with market practice. For greater certainty, any variances in an Offtake Agreement from the percentages used to ensure that, all Offtake Agreements are on commercially reasonable terms determine Payable Minerals under this Agreement shall be for the sole account of the Seller Group Entities and conditionsshall not affect the amount of Refined Minerals to be delivered to the Purchaser under this Agreement. (d) The Seller shall, and shall cause ensure that the Owner and any of its Affiliates that is a party to an Offtake Agreement to, Seller Group Entities deliver all Minerals that include Reference Gold Produced Minerals to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. The Seller shall notify the Purchaser by electronic communication of each delivery of Minerals to an Offtaker no later than five Business Days: (i) after the Minerals leave the Properties or when the Minerals are loaded at a port facility, and (ii) after such is available to the Seller, information regarding the Mineral content in the shipment. (e) The With respect to any Offtake Agreements entered into after the First Tranche Closing Date, the Seller shall promptly provide to the Purchaser confirmation of the terms of any such Offtake Agreement and, within 15 days after the execution thereof by each of the parties thereto, the Seller shall provide to the Administrative Agent (on behalf Purchaser a final signed copy of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an such Offtake Agreement and use its commercially reasonable efforts to provide avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of all redactions required by any such Offtake Agreements and any material amendments theretoAgreements. (f) The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall take all commercially reasonable steps to enforce, and shall ensure the Owner and any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of enforce their respective rights and remedies under such each Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to Reference Goldthe timing and amount of Offtaker Settlements in respect of Produced Minerals to be made thereunder. Subject to the Seller's requirements under its existing Offtake Agreements, The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall notify the Administrative Agent (on behalf of the Purchasers) Purchaser in writing when any such dispute in respect of a material matter arising out of or in connection with any such Offtake Agreement is commenced in respect of Produced Minerals and shall provide the Administrative Agent (on behalf of the Purchasers) Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator arbitration panel with respect to such dispute, as the case may be. . (g) The Seller shall use all reasonable commercial efforts to obtain not, and shall ensure that the Seller Group Entities shall not, amend any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in without the preceding sentenceprior written consent of the Purchaser.

Offtake Agreements. (a1) The Seller shall not, and PSA Entities shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unlessthat: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility. (b) The Seller shall ensure, and shall cause the Owner and its Affiliates to ensure that, subject to Section 7.6(a), when Minerals containing Reference Gold that contain any marketable metal are soldto be sold or otherwise disposed of, all such Minerals are sold by Seller to an Offtaker pursuant to an Offtake Agreement; and (ii) no Seller Group Entity shall smelt, refine or beneficiate any Produced Copper and the final sale or delivery of Produced Copper shall only be made to an Offtaker pursuant to an Offtake Agreement. (c2) The Seller PSA Entities shall ensureensure that all Offtake Agreements entered into by Seller (or any other Seller Group Entity) shall be on commercially reasonable arm’s length terms and conditions for marketable and metal-bearing material similar in make-up and quality to those derived from the Minerals, and shall cause include (i) industry standard reporting and payment settlement protocols, (ii) provisions that require the Owner delivery of metals return statements, provisional and final settlement sheets and invoices and certificates for final shipped moisture content and analyses and assays evidencing the amount of Minerals, and (iii) provisions that require appropriate and separate sampling, assaying, weighing and moisture determination procedures so that Seller (or any other Seller Group Entity) and the applicable Offtaker can determine the grade or content of its Affiliates that is a party silver, copper and other metals in each delivery to an Offtake Agreement to ensure that, all Offtake Agreements are on commercially reasonable terms and conditionsOfftaker. (d3) The Seller PSA Entities shall, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement other Seller Group Entities to, deliver all Minerals that include Reference Gold marketable metal to each Offtaker, Offtaker in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (e4) The Seller shall promptly provide to Purchaser confirmation of the terms of any such Offtake Agreement and, within 5 days after the execution thereof by each of the parties thereto, Seller shall provide to the Administrative Agent (on behalf Purchaser a final signed copy of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to provide to the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of all Offtake Agreements and any material amendments thereto. (f) The Seller shall take commercially reasonable steps to enforce, and shall ensure the Owner and any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies under such Offtake Agreement with respect and use its commercially reasonable efforts to avoid any breaches requirement for the redaction of the terms or conditions thereof relating to Reference Gold. Subject any part thereof, failing which, such Offtake Agreement shall be provided subject to the Seller's requirements under its existing Offtake Agreements, the Seller shall notify the Administrative Agent (on behalf of the Purchasers) in writing when any such dispute arising out of or in connection with redactions required by any such Offtake Agreement is commenced and shall provide the Administrative Agent (on behalf of the Purchasers) with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute, as the case may be. The Seller shall use all reasonable commercial efforts to obtain any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in the preceding sentenceAgreements.

Offtake Agreements. (a1) The Seller and BHMC shall not, and shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility. (b) The Seller shall ensure, and shall cause the Owner and its Affiliates to ensure that, subject to Section 7.6(a), no BHMC Group Entity shall smelt or refine any Minerals and that when Minerals containing Reference Gold that contain any marketable metal are soldto be sold or otherwise disposed of, all such Minerals are sold by Seller to an Offtaker a Processor pursuant to an Offtake Agreement. (c2) The Seller and BHMC shall ensureensure that all Offtake Agreements entered into by Seller (or any other BHMC Group Entity) shall be on commercially reasonable arm’s length terms and conditions for concentrates similar in make-up and quality to those derived from the Minerals, and shall cause include (i) industry standard reporting and payment settlement protocols, (ii) provisions that require the Owner delivery of metals return statements, provisional and any final settlement sheets and invoices and certificates for final shipped moisture content and analyses and assays evidencing the amount of Minerals, (iii) provisions that require appropriate and separate sampling, assaying, weighing and moisture determination procedures so that Seller and the applicable Processor can determine the grade or content of silver, lead, zinc and other metals in each delivery to a Processor; and (iv) provisions that permit the assignment by Seller of its Affiliates that is rights and benefits thereunder to the Security Agent as security for the Stream Obligations and require the Processor to enter into a party to an Offtake Agreement to ensure that, all Offtake Agreements are on commercially reasonable terms and conditionsdirect agreement with the Security Agent in customary form for secured project financing transactions. (d3) The Seller shall, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to, deliver all Minerals that include Reference Gold marketable metal to each Offtaker, Processor in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (e4) The Seller shall promptly provide to Purchaser confirmation of the terms of any such Offtake Agreement and, within 15 days after the execution thereof by each of the parties thereto, Seller shall provide to the Administrative Agent (on behalf Purchaser a final signed copy of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an such Offtake Agreement and use its commercially reasonable efforts to provide avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of all redactions required by any such Offtake Agreements and any material amendments theretoAgreements. (f5) The Seller shall take all commercially reasonable steps to enforce, and shall ensure the Owner and any of enforce its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies under such each Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to Reference Goldthe timing and amount of Processor settlements. Subject to the Seller's requirements under its existing Offtake Agreements, the Seller shall notify the Administrative Agent (on behalf of the Purchasers) Purchaser in writing when any such dispute in respect of a material matter arising out of or in connection with any such Offtake Agreement is commenced and shall provide the Administrative Agent (on behalf of the Purchasers) Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator arbitration panel with respect to such dispute, as the case may be. The Seller shall use all reasonable commercial efforts to obtain any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in the preceding sentence.

Offtake Agreements. (a) The Seller shall not, and shall ensure that the Owner and its Affiliates do notall Minerals that contain Produced Copper, sell unprocessed ore mined Produced Gold or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility. (b) The Seller shall ensure, and shall cause the Owner and its Affiliates to ensure that, subject to Section 7.6(a), when Minerals containing Reference Gold are sold, all such Minerals Produced Silver are sold or delivered by the Seller to an Offtaker pursuant to an Offtake Agreement. (b) During the Term, the Seller shall ensure that all Offtake Agreements entered into by the Seller with arm’s length third parties (including any Offtake Agreement entered into by the Seller with KPMC or its Affiliates in accordance with the MPSA Shareholders’ Agreement) shall be on commercially reasonable arm’s length terms and conditions for concentrates similar in make-up and quality to those derived from Minerals, and shall include industry standard reporting and payment settlement protocols and provisions that require the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so that the Seller and the applicable Offtaker can determine the grade and content of Produced Copper, Produced Gold, Produced Silver and other metals in each delivery to an Offtaker. In the case of an Offtake Agreement entered into by the Seller with an Affiliate or other non-arm’s length party (excluding any Offtake Agreement entered into by the Seller with KPMC or its Affiliates in accordance with the MPSA Shareholders’ Agreement), in addition, the Offtake Agreement shall be (i) on terms consistent with the average of terms of the Seller’s Offtake Agreements with arm’s length third parties, or (ii) at current market rates, as approved by the Purchaser, acting reasonably. For greater certainty, settlement in physical gold and silver under an Offtake Agreement may be permitted. (c) The Seller shall ensure, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to ensure that, all Offtake Agreements are on commercially reasonable terms and conditions. (d) The Seller shall, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to, deliver be responsible for delivering all Minerals that include Reference Produced Copper, Produced Gold and Produced Silver to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. The Seller shall notify the Purchaser by electronic communication of each delivery of Minerals to an Offtaker at least one Business Day before the Minerals leave the Stream Area. The Seller shall deliver by electronic communication to the Purchaser, within five Business Days after such are available and/or prepared, copies of all documents, certificates and instruments pertaining to each delivery of Minerals to an Offtaker, including, all invoices, credit notes, bills of lading, certificates indicating the Seller’s provisional shipped moisture content and provisional shipped assays and any and all documentation prepared or produced by the Offtaker in respect of the Produced Copper, Produced Gold and Produced Silver, including, all analyses and assays. (ed) The Seller shall provide to the Administrative Agent (on behalf Purchaser with a final signed copy of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an each Offtake Agreement to provide to within five Business Days after the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of all Offtake Agreements and any material amendments theretoexecution thereof. (fe) The Seller shall take commercially reasonable steps to enforce, and shall ensure the Owner and any of enforce its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies under each such Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to Reference Goldthe timing and amount of Offtaker Payments to be made thereunder. Subject to the Seller's requirements under its existing Offtake Agreements, the The Seller shall notify the Administrative Agent (on behalf of the Purchasers) Purchaser in writing when any such dispute in respect of a material matter arising out of or in connection with any such Offtake Agreement is commenced in respect of Produced Copper, Produced Gold or Produced Silver and shall provide the Administrative Agent (on behalf of the Purchasers) Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator arbitration panel with respect to such dispute, as the case may be. The Seller shall use all reasonable commercial efforts to obtain any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in the preceding sentence.

Offtake Agreements. (a1) The Seller shall not, and shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility. (b) The Seller PSA Entities shall ensure, and shall cause the Mine Owner and its Affiliates to ensure ensure, that, subject to Section 7.6(a), : (i) when Minerals containing Reference Gold that contain any marketable metal are soldto be sold or otherwise disposed of, all such Minerals are sold by the Mine Owner to an Offtaker pursuant to an Offtake Agreement; and (ii) no Seller Group Entity shall smelt, refine or beneficiate any Produced Copper and the final sale or delivery of Produced Copper shall only be made to an Offtaker pursuant to an Offtake Agreement. (c2) The Seller PSA Entities shall ensure, and shall cause the Mine Owner to ensure, that all Offtake Agreements entered into by the Mine Owner (or any other Seller Group Entity) shall be on commercially reasonable arm’s length terms and any of its Affiliates that is a party conditions for marketable and metal-bearing material similar in make-up and quality to those derived from the Minerals. (3) The Seller PSA Entities shall ensure, and cause the Mine Owner to ensure, with respect to each Offtaker Delivery to be made to an Offtaker pursuant to an Offtake Agreement, that: (a) the Offtaker Delivery is weighed, and the Minerals contained in the Offtaker Delivery are assayed, in each case by an Independent Assayer to determine the grade and content of copper in accordance with industry standard assaying practices and procedures; (b) the same Independent Assayer is used by the Seller Group Entities to provide an analysis of copper, lead, zinc, silver and gold contained in such Offtaker Delivery for purposes of such Offtake Agreement and this Agreement; (c) the results of such assay procedures including the applicable certificate of analysis (collectively, the “Independent Assay Results”) with respect to ensure that, all such Offtaker Delivery are used to determine grade and content under such Offtake Agreements are on commercially reasonable terms Agreement and conditions.this Agreement; and (d) the Independent Assay Results are provided to Purchaser as soon as reasonably practicable and in any event by the Time of Delivery in accordance with Section 2.4(2). (4) The Seller PSA Entities shall, and shall cause the Mine Owner and any of its Affiliates that is a party to an Offtake Agreement other Seller Group Entities to, deliver all Minerals that include Reference Gold marketable metal to each Offtaker, Offtaker in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (e5) The Seller shall promptly provide to Purchaser confirmation of the terms of any such Offtake Agreement and, within 15 days after the execution thereof by each of the parties thereto, Seller shall provide to the Administrative Agent (on behalf Purchaser a final signed copy of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an such Offtake Agreement to provide except to the Administrative Agent (on behalf of extent prohibited from doing so by Applicable Laws or, provided that the Purchasers)Seller has used reasonable endeavors to obtain consent to disclose such Offtake Agreement, promptly upon its request, copies of all Offtake Agreements and by any material amendments thereto. (f) The Seller shall take commercially reasonable steps to enforce, and shall ensure the Owner and any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies confidentiality obligations under such Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to Reference Gold. Subject to the Seller's requirements under its existing Offtake Agreements, the Seller shall notify the Administrative Agent (on behalf of the Purchasers) in writing when any such dispute arising out of or in connection with any such Offtake Agreement is commenced and shall provide the Administrative Agent (on behalf of the Purchasers) with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute, as the case may be. The Seller shall use all reasonable commercial efforts to obtain any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in the preceding sentenceAgreement.

Offtake Agreements. (a1) The Seller shall not, and PSA Entities shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unlessthat: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility. (b) The Seller shall ensure, and shall cause the Owner and its Affiliates to ensure that, subject to Section 7.6(a), when Minerals containing Reference Gold that contain any marketable metal are soldto be sold or otherwise disposed of, all such Minerals are sold by Seller to an Offtaker pursuant to an Offtake Agreement; and (ii) no Seller Group Entity shall smelt, refine or beneficiate any Produced Silver and the final sale or delivery of Produced Silver shall only be made to an Offtaker pursuant to an Offtake Agreement. (c2) The Seller PSA Entities shall ensureensure that all Offtake Agreements entered into by Seller (or any other Seller Group Entity) shall be on commercially reasonable arm’s length terms and conditions for marketable and metal-bearing material similar in make-up and quality to those derived from the Minerals, and shall cause include (i) industry standard reporting and payment settlement protocols, (ii) provisions that require the Owner delivery of metals return statements, provisional and final settlement sheets and invoices and certificates for final shipped moisture content and analyses and assays evidencing the amount of Minerals, and (iii) provisions that require appropriate and separate sampling, assaying, weighing and moisture determination procedures so that Seller (or any other Seller Group Entity) and the applicable Offtaker can determine the grade or content of its Affiliates that is a party silver, copper and other metals in each delivery to an Offtake Agreement to ensure that, all Offtake Agreements are on commercially reasonable terms and conditionsOfftaker. (d3) The Seller PSA Entities shall, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement other Seller Group Entities to, deliver all Minerals that include Reference Gold marketable metal to each Offtaker, Offtaker in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (e4) The Seller shall promptly provide to Purchaser confirmation of the terms of any such Offtake Agreement and, within 5 days after the execution thereof by each of the parties thereto, Seller shall provide to the Administrative Agent (on behalf Purchaser a final signed copy of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to provide to the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of all Offtake Agreements and any material amendments thereto. (f) The Seller shall take commercially reasonable steps to enforce, and shall ensure the Owner and any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies under such Offtake Agreement with respect and use its commercially reasonable efforts to avoid any breaches requirement for the redaction of the terms or conditions thereof relating to Reference Gold. Subject any part thereof, failing which, such Offtake Agreement shall be provided subject to the Seller's requirements under its existing Offtake Agreements, the Seller shall notify the Administrative Agent (on behalf of the Purchasers) in writing when any such dispute arising out of or in connection with redactions required by any such Offtake Agreement is commenced and shall provide the Administrative Agent (on behalf of the Purchasers) with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute, as the case may be. The Seller shall use all reasonable commercial efforts to obtain any consent or approval that may be required under any existing Offtake Agreement to comply with its obligations specified in the preceding sentenceAgreements.