Common use of Additional Deliverables Clause in Contracts

Additional Deliverables. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender) the following: (a) promptly and in any event at least twenty (20) days prior thereto (or such shorter period of time acceptable to the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral with a value in excess of $1,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number, or (v) in any Loan Party’s jurisdiction of organization; (b) as soon as available and in any event within thirty (30) days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Parent or any of its Subsidiaries after the Restatement Date on any Real Property or that relate to any environmental liabilities of Parent or its Subsidiaries that, in any case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (c) as soon as practicable and in any event within ten (10) Business Days following Administrative Agent’s or any ▇▇▇▇▇▇’s request therefor after the Restatement Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and (d) as soon as practicable and in any event within five (5) Business Days following Administrative Agent’s or any ▇▇▇▇▇▇’s request therefor after the Restatement Date in connection with any Permitted Acquisition or change in ownership of any Loan Party, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Loan Party. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.

Additional Deliverables. The Borrower will furnish following documents shall be delivered to the Administrative Agent (and on or after the Administrative Agent will furnish to each Lender) the followingeffective date of this Amendment as specified below: (a) promptly and in any event at least twenty (20) days prior thereto (On or such shorter period of time acceptable to the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral with a value in excess of $1,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number, or (v) in any Loan Party’s jurisdiction of organization; (b) as soon as available and in any event within thirty (30) days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Parent or any of its Subsidiaries after the Restatement Date on any Real Property or that relate to any environmental liabilities of Parent or its Subsidiaries that, in any case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (c) as soon as practicable and in any event within before ten (10) Business Days following after the effective date of this Amendment, a duly executed favorable opinion of counsel to the Loan Parties addressed to the Administrative Agent, the L/C Issuers and the Lenders regarding the validity, enforceability, and due execution of this Amendment; (b) Together with the execution and delivery of any Mortgage provided for in this Amendment, a duly executed favorable opinion of counsel to the Loan Parties addressed to the Administrative Agent with respect to such Mortgage; (c) On or before ten (10) Business Days after the effective date of this Amendment, a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (d) On or before ten (10) Business Days after the effective date of this Amendment, a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (c) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or any other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the Acknowledgment and Consent of Guarantors; (e) On or before ten (10) Business Days after the effective date of this Amendment, possession of all physical stock certificates of Subsidiaries of Borrower owned by the Borrower, to the extent such certificates exist; (f) On or before ten (10) Business Days after the effective date of this Amendment, the Administrative Agent shall have received a Control Agreement reasonably satisfactory to it with respect to the Borrower’s investment account at ▇▇▇▇▇▇’s request therefor after the Restatement Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and (d) as soon as practicable and in any event within five (5) Business Days following Administrative Agent’s or any ▇ ▇▇▇▇▇▇’s request therefor after ; and (g) Promptly following a request, such other documents and information as the Restatement Date in connection with any Permitted Acquisition or change in ownership of any Loan Party, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Loan Party. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect theretoAdministrative Agent may reasonably request.

Additional Deliverables. The Borrower will furnish shall deliver or cause to be delivered to the Administrative Agent (and the Administrative Agent will furnish to each Lender) the following: (a) promptly and in any event at least twenty (20) days prior thereto (or such shorter period of time acceptable to the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral with a value in excess of $1,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number, or (v) in any Loan Party’s jurisdiction of organization; (b) as soon as available and in any event within thirty (30) days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Parent or any of its Subsidiaries after the Restatement Date on any Real Property or that relate to any environmental liabilities of Parent or its Subsidiaries that, in any case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (c) as soon as practicable and in any event within ten 15 days from the Effective Date (10unless otherwise noted below): (i) Business Days following Administrative a draft ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement to be agreed among the Borrower, the Lenders and Silver Wheaton Caymans, in order for the Agent and Silver Wheaton Caymans to provide a direction to the Peruvian Intercreditor Agent’s or any , causing the latter to instruct the Peruvian Collateral Agent to execute the minute and public deed of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement; and (ii) evidence that the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement referenced above has been (i) filed for registry with the relevant Registro de Propiedad Inmueble within 15 days from the execution of the minute and public deed of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement, and (ii) registered in the electronic record (▇▇▇▇▇▇’s request therefor after ▇ electrónica) of each of the Restatement Datemining concessions that are the subject matter of such amendment, all documentation and other information required within 60 days from the filing date, provided that such time period shall be extended by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including 60 additional days in the PATRIOT Act; and event that (dA) as soon as practicable and in the relevant registrars of the Registro de Propiedad Inmueble make any event within five observations or issue any extension (5prórroga) Business Days following Administrative Agent’s or any ▇▇▇▇▇▇’s request therefor after the Restatement Date in connection with any Permitted Acquisition or change in ownership said registration, (B) HB Peru SAC has filed all documents required to be filed under Applicable Law (other than powers of any Loan Party, any Loan Party that qualifies as a “legal entity customer” attorney issued by the Lenders which are not under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in relation connection with said registration, and (C) HB Peru SAC is using its best efforts to cause the registration of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement; provided further, in the event that the relevant registrar offices of the Registro de Propiedad Inmueble are subject to temporal mandatory operation restrictions that impede filing and/or registration, the Borrower's term to file and register with respect to such Loan Party. Each notice or other document delivered under this Section affected offices shall be accompanied by extended for the shorter of: (i) a written statement of a Responsible Officer term equal to the temporal operation restrictions, as applicable; or, (ii) 60 days from the Effective Date; provided further that if the temporal operation restrictions of the Borrower setting forth the details relevant registrar offices of the event or development requiring Registro de Propiedad Inmueble continue after such notice or other document and any action taken or proposed to be taken 60-day period, the Borrower may extend such term with respect theretoto such affected offices for up to 60 additional days with delivery of an extension notice to the Agent, together with a legal opinion of Estudio Rebaza, local counsel to the Borrower, confirming that the temporal operation restrictions continue at such date with respect to such affected offices." (v) Section 8.4 of the Credit Agreement is deleted in its entirety and replaced with the following:

Additional Deliverables. The Borrower will furnish shall deliver or cause to be delivered to the Administrative Agent (and the Administrative Agent will furnish to each Lender) the following: (a) promptly and in any event at least twenty (20) days prior thereto (or such shorter period of time acceptable to the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral with a value in excess of $1,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number, or (v) in any Loan Party’s jurisdiction of organization; (b) as soon as available and in any event within thirty (30) days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Parent or any of its Subsidiaries after the Restatement Date on any Real Property or that relate to any environmental liabilities of Parent or its Subsidiaries that, in any case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (c) as soon as practicable and in any event within ten 15 days from the Effective Date (10unless otherwise noted below): (i) Business Days following Administrative a draft ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement to be agreed among the Borrower, the Lenders and Silver Wheaton Caymans, in order for the Agent and Silver Wheaton Caymans to provide a direction to the Peruvian Intercreditor Agent’s or any , causing the latter to instruct the Peruvian Collateral Agent to execute the minute and public deed of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement; and (ii) evidence that the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement referenced above has been (i) filed for registry with the relevant Registro de Propiedad Inmueble within 15 days from the execution of the minute and public deed of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement, and (ii) registered in the electronic record (▇▇▇▇▇▇’s request therefor after ▇ electrónica) of each of the Restatement Datemining concessions that are the subject matter of such amendment, all documentation and other information required within 60 days from the filing date, provided that such time period shall be extended by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including 60 additional days in the PATRIOT Act; and event that (dA) as soon as practicable and in the relevant registrars of the Registro de Propiedad Inmueble make any event within five observations or issue any extension (5prórroga) Business Days following Administrative Agent’s or any ▇▇▇▇▇▇’s request therefor after the Restatement Date in connection with any Permitted Acquisition or change in ownership said registration, (B) the Borrower has filed all documents required to be filed under Applicable Law (other than powers of any Loan Party, any Loan Party that qualifies as a “legal entity customer” attorney issued by the Lenders which are not under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in relation connection with said registration, and (C) the Borrower is using its best efforts to cause the registration of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement; provided further, in the event that the relevant registrar offices of the Registro de Propiedad Inmueble are subject to temporal mandatory operation restrictions that impede filing and/or registration, the Borrower's term to file and register with respect to such Loan Party. Each notice or other document delivered under this Section affected offices shall be accompanied by extended for the shorter of: (i) a written statement of a Responsible Officer term equal to the temporal operation restrictions, as applicable; or, (ii) 60 days from the Effective Date; provided further that if the temporal operation restrictions of the Borrower setting forth the details relevant registrar offices of the event or development requiring Registro de Propiedad Inmueble continue after such notice or other document and any action taken or proposed to be taken 60-day period, the Borrower may extend such term with respect theretoto such affected offices for up to 60 additional days with delivery of an extension notice to the Agent, together with a legal opinion of Estudio Rebaza, local counsel to the Borrower, confirming that the temporal operation restrictions continue at such date with respect to such affected offices." (v) Section 8.4 of the Credit Agreement is deleted in its entirety and replaced with the following:

Additional Deliverables. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender) the following: (a) promptly and in any event at least twenty (20) days prior thereto (or such shorter period of time acceptable to the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral with a value in excess of $1,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number, or (v) in any Loan Party’s jurisdiction of organization; (b) as soon as available and in any event within thirty (30) days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Parent or any of its Subsidiaries after the Restatement Closing Date on any Real Property or that relate to any environmental liabilities of Parent or its Subsidiaries that, in any case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (c) as soon as practicable and in any event within ten (10) Business Days following Administrative Agent’s or any ▇▇▇▇▇▇Lender’s request therefor after the Restatement Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and (d) as soon as practicable and in any event within five (5) Business Days following Administrative Agent’s or any ▇▇▇▇▇▇Lender’s request therefor after the Restatement Closing Date in connection with any Permitted Acquisition or change in ownership of any Loan Party, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Loan Party. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.