Common use of Offtake Agreements Clause in Contracts

Offtake Agreements. (a) The Seller shall use its best efforts to enter into a written contractual Offtake Agreement as soon as possible and in any event within six months after the Execution Date, so as to enable the Seller to fulfill its delivery obligations pursuant to Section 2.2. (b) The Seller shall ensure that when Minerals that contain Produced Minerals are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement. (c) The Seller shall ensure 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 be in writing and 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 or content of 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 determine Payable Minerals under this Agreement shall be for the sole account of the Seller Group Entities and shall not affect the amount of Refined Minerals to be delivered to the Purchaser under this Agreement. (d) The Seller shall ensure that the Seller Group Entities deliver all Minerals that include 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) 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 Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the redactions required by any such Offtake Agreements. (f) The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall take all commercially reasonable steps to enforce their respective rights and remedies under each Offtake Agreement with respect to any breaches of the terms thereof relating to the timing and amount of Offtaker Settlements in respect of Produced Minerals to be made thereunder. The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall notify the Purchaser in writing when any dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced in respect of Produced Minerals and shall provide the Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be. (g) The Seller shall not, and shall ensure that the Seller Group Entities shall not, amend any Offtake Agreement without the prior written consent of the Purchaser.

Offtake Agreements. (a1) The Seller PSA Entities shall use its best efforts ensure, and shall cause the Mine Owner to enter into a written contractual Offtake Agreement as soon as possible and in any event within six months after the Execution Dateensure, so as to enable the Seller to fulfill its delivery obligations pursuant to Section 2.2. that: (bi) The Seller shall ensure that when Minerals that contain Produced Minerals 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 ensure, and cause the Mine Owner to ensure, that all Offtake Agreements entered into by a the Mine Owner (or any other Seller Group Entity pursuant to Section 6.4(aEntity) shall be on commercially reasonable arm’s length terms and conditions for concentrates 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 shall cause the Mine Owner to ensure, with respect to each Offtaker Delivery to be in writing and include industry standard reporting and payment settlement protocols and provisions that require made to an Offtaker pursuant to an Offtake Agreement, that: (a) the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so that the Seller Delivery is weighed, and the applicable Minerals contained in the Offtaker can Delivery are assayed, in each case by an Independent Assayer to determine the grade or and content of Produced Minerals copper in accordance with industry standard assaying practices and other metals in each delivery to an Offtaker. In procedures; (b) the case of an Offtake Agreement entered into same Independent Assayer is used 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 determine Payable Minerals under this Agreement shall be for the sole account of the Seller Group Entities to provide an analysis of copper, lead, zinc, silver and shall not affect the amount gold contained in such Offtaker Delivery for purposes of Refined Minerals to be delivered to the Purchaser under 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 such Offtaker Delivery are used to determine grade and content under such Offtake Agreement and 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 ensure that cause the Mine Owner and other Seller Group Entities to, deliver all Minerals that include Produced Minerals 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. 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. (e5) 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 Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject except to the redactions required extent prohibited from doing so by any such Offtake Agreements. (f) The Seller Group Entities shall and the Seller shall ensure Applicable Laws or, provided that the Seller Group Entities shall take all commercially has used reasonable steps endeavors to enforce their respective rights and remedies obtain consent to disclose such Offtake Agreement, by any confidentiality obligations under each such Offtake Agreement with respect to any breaches of the terms thereof relating to the timing and amount of Offtaker Settlements in respect of Produced Minerals to be made thereunder. The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall notify the Purchaser in writing when any dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced in respect of Produced Minerals and shall provide the Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may beAgreement. (g) The Seller shall not, and shall ensure that the Seller Group Entities shall not, amend any Offtake Agreement without the prior written consent of the Purchaser.

Offtake Agreements. (a1) The Seller shall use its best efforts to enter into a written contractual Offtake Agreement as soon as possible and in any event within six months after the Execution Date, so as to enable the Seller to fulfill its delivery obligations pursuant to Section 2.2. (b) The Seller BHMC shall ensure that, no BHMC Group Entity shall smelt or refine any Minerals and that when Minerals that contain Produced Minerals 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 ensure that all Offtake Agreements entered into by a Seller (or any other BHMC Group Entity pursuant to Section 6.4(aEntity) 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 be in writing and include (i) industry standard reporting and payment settlement protocols and protocols, (ii) provisions that require the delivery of Offtaker Settlement Sheets 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, (iii) provisions that require appropriate and separate sampling sampling, assaying, weighing and assaying moisture determination procedures so that the Seller and the applicable Offtaker Processor can determine the grade or content of Produced Minerals silver, lead, zinc and other metals in each delivery to an Offtaker. In a Processor; and (iv) provisions that permit the case assignment by Seller of an Offtake Agreement entered into by a Seller Group Entity with an Affiliate or other non-arm’s length party, in addition, its rights and benefits thereunder to 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 determine Payable Minerals under this Agreement shall be Security Agent as security for the sole account of Stream Obligations and require the Seller Group Entities and shall not affect Processor to enter into a direct agreement with the amount of Refined Minerals to be delivered to the Purchaser under this AgreementSecurity Agent in customary form for secured project financing transactions. (d3) The Seller shall ensure that the Seller Group Entities deliver all Minerals that include Produced Minerals 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. 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. (e4) 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 Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the redactions required by any such Offtake Agreements. (f5) The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall take all commercially reasonable steps to enforce their respective its rights and remedies under each Offtake Agreement with respect to any breaches of the terms thereof relating to the timing and amount of Offtaker Settlements in respect of Produced Minerals to be made thereunderProcessor settlements. The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall notify the Purchaser in writing when any dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced in respect of Produced Minerals and shall provide the Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be. (g) The Seller shall not, and shall ensure that the Seller Group Entities shall not, amend any Offtake Agreement without the prior written consent of the Purchaser.

Offtake Agreements. (a) The Seller Supplier shall use its best efforts cause all terms and conditions relating to enter into a written contractual gold and palladium, to the extent affecting Wheaton’s rights, entitlements and benefits under this Agreement (including the timing of Offtaker Payments, timing of the transfer of title and risk to Offtakers and timing of sales to Offtakers, in respect of gold and palladium but excluding any terms or conditions setting out payable gold and palladium rates, pricing or Offtaker Charges), of any Offtake Agreement as soon as possible and in any event within six months after the Execution Date, so as to enable the Seller to fulfill its delivery obligations pursuant to Section 2.2.to: (bi) The Seller shall ensure that when Minerals that contain Produced Minerals are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement. (c) The Seller shall ensure that all Offtake Agreements entered into by a Seller Group Entity pursuant to Section 6.4(a) shall 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 MineralsMining Properties; (ii) contain splitting limits for gold not greater than [***], and shall be in writing and include industry standard reporting and payment settlement protocols and provisions provided that require the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so if Supplier determines, acting reasonably, that circumstances exist such that the Seller and the applicable Offtaker can determine the grade or content of Produced Minerals and other metals splitting limits for gold set out in each delivery to an Offtaker. In the case of an any Offtake Agreement entered into by need to be greater than such level, then the Parties will negotiate in good faith, each acting reasonably, with a Seller Group Entity with an Affiliate or other non-arm’s length party, in addition, the Offtake Agreement shall view to agreeing upon a higher level for such limits; and (iii) otherwise be on substantially the same terms consistent with market practice. For greater certainty, any variances in an Offtake Agreement from and conditions relating to gold and palladium as the percentages used to determine Payable Minerals under this Agreement shall be for the sole account of the Seller Group Entities terms and shall not affect the amount of Refined Minerals to be delivered conditions relating to the Purchaser under this Agreementprimary metal, if the primary metal is neither gold nor palladium. (db) The Seller Supplier shall ensure provide a copy of any Offtake Agreement and reasonable details of any Offtake Requirement to Wheaton upon request from time to time; provided that the Seller Group Entities deliver all Minerals that include 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) With respect to for any Offtake Agreements entered into after prior to the First Tranche Closing Datedate of this Agreement, the Seller shall promptly provide name of the applicable Offtaker and any other identifying information in each such Offtake Agreement may be redacted if the Project Owner (or such other applicable Supplier PMPA Entity) is subject to the Purchaser confirmation of confidentiality restrictions with respect thereto under 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 Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the redactions required by any such Offtake AgreementsAgreement. (fc) The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities Supplier shall take all commercially reasonable steps to enforce their respective enforce, and shall cause each Supplier Group Entity that is a party to an Offtake Agreement or is bound by an Offtake Requirement to take commercially reasonable steps to enforce, its rights and remedies under each such Offtake Agreement or Offtake Requirement with respect to any breaches of the terms or conditions thereof relating to the timing gold and amount of Offtaker Settlements in respect of Produced Minerals to be made thereunderpalladium. The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities Supplier shall notify the Purchaser Wheaton in writing when any such dispute in respect of a material matter arising out of or in connection with any such Offtake Agreement or Offtake Requirement is commenced and shall permit Wheaton to participate in respect the process of Produced Minerals addressing such dispute, at Wheaton’s cost and expense, and shall provide the Purchaser Wheaton with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such disputepanel, as the case may be, with respect to such dispute. (g) The Seller shall not, and shall ensure that the Seller Group Entities shall not, amend any Offtake Agreement without the prior written consent of the Purchaser.

Offtake Agreements. (a) The Seller shall use To the extent of its best efforts control and except for MH Product Delivered to enter into a written contractual Offtake Agreement as soon as possible and in any event within six months after the Execution Date, so as to enable the Seller to fulfill its delivery obligations Purchaser pursuant to Section 2.2. (b) The any Physical Delivery Election, Seller shall ensure that when Minerals that contain Produced Minerals 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 that all Offtake Agreements entered into by a Seller Group Entity pursuant to Section 6.4(a) in respect of its joint venture share of Minerals shall be on commercially reasonable arm’s length terms and conditions for concentrates similar in make-up and quality to those derived from the Mineralscobalt or nickel, and shall be in writing and 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 or content of Produced Minerals and other metals in each delivery to an Offtaker. In as the case may be consistent with customary industry standards and practice with respect to payable adjustment factors; provided that this Section 7.4(b) shall not restrict or limit the ability of Seller to enter into an Offtake Agreement entered into by upon any terms and conditions to the extent such terms and conditions relate to Minerals other than cobalt or nickel, and provided that Seller shall not negotiate or agree to any higher cobalt or nickel grade payment threshold in order to receive a Seller Group Entity with an Affiliate lower grade payment threshold of any metal, reduced Offtaker Charges or any other non-arm’s length party, in addition, benefit under 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 determine Payable Minerals under this Agreement shall be for the sole account of the Seller Group Entities and shall not affect the amount of Refined Minerals to be delivered to the Purchaser under this Agreement. (dc) The Seller shall ensure that the Seller Group Entities deliver all Minerals that include 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) 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 Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction enforce its rights under all Offtake Agreements. Seller shall keep Purchaser reasonably informed of any part thereof, failing which, such Offtake Agreement shall be provided subject to the redactions required by any such Offtake Agreements. (f) The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall take all commercially reasonable steps to enforce their respective rights and remedies under each Offtake Agreement with respect to any breaches of the terms thereof dispute relating to the timing and amount of Offtaker Settlements in respect of Produced Minerals to be made thereunder. The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall notify the Purchaser in writing when cobalt or nickel recovery or any other material dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced in respect Agreement, promptly after becoming aware of Produced Minerals any such material dispute and shall provide the Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel arbitrator with respect to such dispute, as the case may be. (gd) The Seller shall not, and shall ensure that the Seller Group Entities shall not, amend Upon entering into any Offtake Agreement without the prior written consent of the Purchaseror any amendments thereto, Seller shall forthwith provide Purchaser with a final signed copy thereof.

Offtake Agreements. (a1) The Seller shall use its best efforts to enter into a written contractual Offtake Agreement as soon as possible and in any event within six months after the Execution Date, so as to enable the Seller to fulfill its delivery obligations pursuant to Section 2.2. (b) The Seller PSA Entities shall ensure that that: (i) when Minerals that contain Produced Minerals 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 ensure that all Offtake Agreements entered into by a Seller (or any other Seller Group Entity pursuant to Section 6.4(aEntity) shall be on commercially reasonable arm’s length terms and conditions for concentrates marketable and metal-bearing material similar in make-up and quality to those derived from the Minerals, and shall be in writing and include (i) industry standard reporting and payment settlement protocols and protocols, (ii) provisions that require the delivery of Offtaker Settlement Sheets 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 sampling, assaying, weighing and assaying moisture determination procedures so that the Seller (or any other Seller Group Entity) and the applicable Offtaker can determine the grade or content of Produced Minerals silver, copper and other metals in each delivery to an Offtaker. In . (3) The Seller PSA Entities shall, and shall cause 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 determine Payable Minerals under this Agreement shall be for the sole account of the Seller Group Entities and shall not affect the amount of Refined Minerals to be delivered to the Purchaser under this Agreement. (d) The Seller shall ensure that the Seller Group Entities to, deliver all Minerals that include Produced Minerals 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. 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. (e4) 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 5 days after the execution thereof by each of the parties thereto, the Seller shall provide to the Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the redactions required by any such Offtake Agreements. (f) The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall take all commercially reasonable steps to enforce their respective rights and remedies under each Offtake Agreement with respect to any breaches of the terms thereof relating to the timing and amount of Offtaker Settlements in respect of Produced Minerals to be made thereunder. The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall notify the Purchaser in writing when any dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced in respect of Produced Minerals and shall provide the Purchaser with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be. (g) The Seller shall not, and shall ensure that the Seller Group Entities shall not, amend any Offtake Agreement without the prior written consent of the Purchaser.

Offtake Agreements. (a) The Seller Supplier and Parent Company shall use its best efforts cause all terms and conditions relating to enter into a written contractual Offtake Agreement as soon as possible silver or gold to the extent affecting Silver Wheaton’s rights, entitlement or benefits to Refined Silver or Refined Gold (or both, but excluding any terms or conditions setting out payable silver rates and in payable gold rates, pricing or Offtaker Charges) of any event within six months after the Execution Date, so as to enable the Seller to fulfill its delivery obligations pursuant to Section 2.2. (b) The Seller shall ensure that when Minerals that contain Produced Minerals are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement. (c) The Seller shall ensure that all Offtake Agreements entered into by a Seller Hudbay Group Entity pursuant to Section 6.4(a) shall be on commercially reasonable arm’s length terms and conditions for concentrates or doré bars similar in make-up and quality to those derived from the Minerals, Mining Properties; provided that this Section 6.9(a) shall not restrict or limit the ability of the Supplier to deal with the Minerals (other than silver and shall be in writing and 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 or content of Produced Minerals and other metals in each delivery to an Offtakergold). 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 An Offtake Agreement shall be deemed to be on commercially reasonable arm’s length terms consistent with market practiceand conditions if such agreement contains substantially economically equivalent terms and conditions relating to silver or gold as the terms and conditions relating to Minerals other than Produced Silver and Produced Gold. For greater certainty, The Supplier shall provide a copy of any variances in an Offtake Agreement to Silver Wheaton upon request from the percentages used time to determine Payable Minerals under this Agreement shall be for the sole account of the Seller Group Entities and shall not affect the amount of Refined Minerals to be delivered to the Purchaser under this Agreementtime. (db) The Seller shall ensure that the Seller Group Entities deliver all Minerals that include 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) 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 Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the redactions required by any such Offtake Agreements. (f) The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities Supplier shall take all commercially reasonable steps to enforce, and shall cause each Hudbay Group Entity that is a party to an Offtake Agreement to enforce their respective its rights and remedies under each such Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to silver or gold to the timing and amount of extent affecting Silver Wheaton’s rights, entitlements or benefits to Refined Silver or Refined Gold (or both, but excluding any terms or conditions relating to payable silver rates, payable gold rates, pricing or Offtaker Settlements in respect of Produced Minerals to be made thereunderCharges). The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities Supplier shall notify the Purchaser Silver Wheaton 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 Purchaser Silver Wheaton with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel arbitrator with respect to such dispute, as the case may be. (g) The Seller shall not, and shall ensure that the Seller Group Entities shall not, amend any Offtake Agreement without the prior written consent of the Purchaser.

Offtake Agreements. (a) The Seller Supplier and Parent Company shall use its best efforts cause all terms and conditions relating to enter into a written contractual Offtake Agreement as soon as possible silver and in gold, to the extent affecting Silver Wheaton’s rights, entitlements or benefits to Refined Silver and Refined Gold (but excluding any event within six months after the Execution Dateterms or conditions setting out payable silver rates, so as to enable the Seller to fulfill its delivery obligations pursuant to Section 2.2. (b) The Seller shall ensure that when Minerals that contain Produced Minerals are soldpayable gold rates, all such Minerals are sold to an pricing or Offtaker pursuant to an Offtake Agreement. (c) The Seller shall ensure that all Charges), of any Offtake Agreements entered into by a Seller Hudbay Group Entity pursuant to Section 6.4(a) shall be on commercially reasonable arm’s length terms and conditions for concentrates or doré bars similar in make-up and quality to those derived from the Minerals, Mining Properties; provided that this Section 7.9(a) shall not restrict or limit the ability of the Owner to deal with the Minerals (other than silver and shall be in writing and 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 or content of Produced Minerals and other metals in each delivery to an Offtakergold). 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 An Offtake Agreement shall be deemed to be on commercially reasonable arm’s length terms consistent with market practiceand conditions if such agreement contains substantially economically equivalent terms and conditions relating to silver or gold as the terms and conditions relating to Minerals other than Produced Silver and Produced Gold. For greater certainty, The Supplier shall provide a copy of any variances in an Offtake Agreement to Silver Wheaton upon request from the percentages used time to determine Payable Minerals under this Agreement shall be for the sole account of the Seller Group Entities and shall not affect the amount of Refined Minerals to be delivered to the Purchaser under this Agreementtime. (db) The Seller shall ensure that the Seller Group Entities deliver all Minerals that include Produced Minerals to each Offtaker, in such quantity, description Supplier 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) 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 Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the redactions required by any such Offtake Agreements. (f) The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities Parent Company shall take all commercially reasonable steps to enforce their respective enforce, and shall cause each Hudbay Group Entity that is a party to an Offtake Agreement to enforce, any Hudbay Group Entity’s rights and remedies under each such Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to silver or gold to the timing and amount of extent affecting Silver Wheaton’s rights, entitlements or benefits to Refined Silver or Refined Gold or both (but excluding any terms or conditions relating to payable silver rates, payable gold rates, pricing or Offtaker Settlements in respect of Produced Minerals to be made thereunderCharges). The Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities Supplier shall notify the Purchaser Silver Wheaton 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 Purchaser Silver Wheaton with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel arbitrator with respect to such dispute, as the case may be. (g) The Seller shall not, and shall ensure that the Seller Group Entities shall not, amend any Offtake Agreement without the prior written consent of the Purchaser.